Common use of Maximum Interest Clause in Contracts

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.

Maximum Interest. In no event Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Originator under this Subordinated Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Originator on any date shall be computed at all times, or the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Originator computed at the Originator’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Originator in excess respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall interest, charges or other the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (the “maximum rateMaximum Rate”). IfNo agreements, conditions, provisions or stipulations contained in this Agreement or any month, of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment portion of the Obligations, or the total amount exercise of interest actually paid under the Loan Documents is less than the total amount any option whatsoever contained in any of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallor the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent permitted only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender 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. By the execution of this Agreement, pay to Agent, for the account of Lenders, (a) the lesser of each Obligor covenants that (i) the amount credit or return of interest that would have been charged if any Excess shall constitute the maximum rate had been in effect at all timesacceptance by each Obligor of such Excess, or and (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effecteach Obligor shall not seek or pursue any other remedy, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that legal or equitable, against Agent or any Lender has received interest Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless Maximum Rate. For the purpose of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether or not any excess interest Excess has been contracted for, charged or received by Agent or any Lender, all interest Interest at any time contracted for, charged or received from Borrowers any Obligor in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Obligors, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.10.

Maximum Interest. In no event Notwithstanding anything in this Company Note to the contrary, the Company shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Originator under this Company Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Originator on any date shall be computed at all times, or the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Originator computed at the Originator’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Originator in excess respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event Notwithstanding anything in this Company Note to the contrary, the Company shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and Originator under this Company Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to Originator on any date shall be computed at Originator’s Maximum Permissible Rate pursuant to the maximum rate had been in effect at all times, or provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to Originator computed at Originator’s Maximum Permissible Rate, then the Loan Documents. If a court amount of competent jurisdiction determines that Agent or any Lender has received interest payable to Originator in excess respect of such subsequent interest computation period shall continue to be computed at Originator’s Maximum Permissible Rate until the total amount of interest payable to Originator shall equal the total amount of interest which would have been payable to Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In The provisions of this Mortgage and of all agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall interestthe amount paid, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant agreed to any Loan Documents and that are deemed interest under Applicable Law be paid (“interestInterest”) to Mortgagee for the use, forbearance or retention of the money loaned under the Note exceed the highest rate maximum amount permissible under Applicable Law (“maximum rate”)applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Mortgagor and Mortgagee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever, Mortgagee shall ever receive anything of value deemed Interest by applicable law in any month, any interest rate, absent the foregoing limitation, would have exceeded excess of the maximum ratelawful amount, then the interest rate for that month an amount equal to any excessive Interest shall be applied to the maximum rate andreduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until option of Mortgagee, be paid over to Mortgagor, and not to the amount payment of interest actually Interest. All Interest (including any amounts or payments deemed to be Interest) paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually or agreed to be paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Mortgagee shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Mortgagor and Mortgagee.

Maximum Interest. In no event shall interestNotwithstanding any other provision herein, the aggregate interest rate charged or agreed to be paid with respect to any of the Obligations, including all charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are fees in connection therewith deemed in the nature of interest under Applicable Law (“interest”) Laws shall not exceed the highest rate permissible under Applicable Law (“maximum rate”)Highest Lawful Rate. If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the aggregate outstanding amount of the Loans made hereunder shall remain bear interest at the maximum rate Highest Lawful Rate until the total amount of interest actually paid due hereunder equals the amount of interest which would have accrued been due hereunder if it the stated rates of interest set forth in this Agreement had not at all times been limited by in effect. In addition, if when the maximum rate. If, upon Full Payment of the Obligations, Loans made hereunder are repaid in full the total amount of interest actually paid under due hereunder (taking into account the Loan Documents increase provided for above) is less than the total amount of interest that would, but for which would have been due hereunder if the stated rates of interest set forth in this Section, have accrued under the Loan DocumentsAgreement had at all times been in effect, then to the extent permitted by law, Borrowers shallshall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and each of the Credit Parties to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the 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 aggregate outstanding amount of the Loans made hereunder or be refunded to each of the applicable Credit Parties. 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, pay to Agent, for the account of LendersLaws, (a) the lesser of (i) the amount of interest characterize any payment that would have been charged if the maximum rate had been in effect at all timesis not principal as an expense, fee, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effectpremium rather than interest, minus (b) exclude voluntary prepayments and the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account ofeffects thereof, and shall automatically be applied to reduce(c) amortize, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender)prorate, and upon Full Payment of the Obligationsallocate, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal or unequal parts the total amount of interest, throughout the full contemplated term of the ObligationsObligations hereunder.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this SectionSection 3.10, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment payment in full, in cash of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.

Maximum Interest. In The provisions of this Security Deed and of all agreements between Grantor and Grantee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall interestthe amount paid, charges or other amounts that are contracted foragreed to be paid ("Interest"), charged to Grantee for the use, forbearance or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest retention of the money loaned under Applicable Law (“interest”) the Note exceed the highest rate maximum amount permissible under Applicable Law (“maximum rate”)applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Grantor and Grantee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Grantee shall ever receive anything of value deemed Interest by applicable law in any month, any interest rate, absent the foregoing limitation, would have exceeded excess of the maximum ratelawful amount, then the interest rate for that month an amount equal to any excessive Interest shall be applied to the maximum rate and, if reduction of the principal balance owing under the Note in a future month, that interest rate would otherwise be less than the maximum rate, inverse order of its maturity (whether or not then the rate shall remain due) or at the maximum rate until option of Grantee be paid over to Grantor, and not to the amount payment of interest actually Interest. All Interest (including any amounts or payments deemed to be Interest) paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually or agreed to be paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Grantee shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This paragraph will control all agreements between Grantor and Grantee.

Maximum Interest. In no event shall interestNotwithstanding anything herein to the contrary, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant if at any time the interest rate applicable to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in or any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount extension of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued credit under the Loan Documents, then Borrowers shalltogether with all fees, to charges and other amounts that are treated as interest on such Loan or extension of credit under Applicable Law (collectively, “Charges”), shall exceed the extent permitted maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by any Lender, Agent or Issuing Bank in accordance with Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount rate of interest payable hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and Charges that would have been charged if paid in respect of such Loan or extension of credit but were not paid as a result of the operation of this subsection shall be cumulated and the interest and Charges payable to such Lender, Agent or Issuing Bank shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate for each day to the date of repayment, shall have been received by such Lender, Agent or Issuing Bank. Any amount collected by such Lender, Agent or Issuing Bank that exceeds the maximum rate had been in effect amount collectible at all times, the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or (ii) the amount extension of interest credit or refunded to Borrowers so that would have accrued had at no time shall the interest rate otherwise set forth and Charges paid or payable in respect of such Loan or extension of credit exceed the Loan Documents been maximum amount collectible at the Maximum Rate. To the extent Chapter 303 of the Texas Finance Code is relevant to such Lender, Agent or Issuing Bank for purposes of determining the Maximum Rate, such Lender, Agent or Issuing Bank may elect to determine the Maximum Rate under the Texas Finance Code pursuant to the “weekly ceiling” from time to time in effect, minus (b) as referred to in Chapter 303 of the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Texas Finance Code; subject, however, to any right such Lender, Agent or any Lender has received interest in excess of the maximum amount allowed Issuing Bank subsequently may have under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied Law to reduce, Obligations other than interest (regardless change the method of any erroneous application thereof by Agent or any Lender), and upon Full Payment of determining the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsMaximum Rate.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents and that are deemed interest under Applicable Law (“interest”) shall not exceed the highest maximum rate permissible under of non-usurious interest permitted by Applicable Law (“maximum rate”). If, If Agent or any Lender shall receive interest in any month, any interest rate, absent the foregoing limitation, would have exceeded an amount that exceeds the maximum rate, then the excess interest shall be applied to the principal of the Obligations of the Borrower Group to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower Group. In determining whether the interest rate for that month shall be the maximum rate andcontracted for, if in charged or received by Agent or a future month, that interest rate would otherwise be less than Lender exceeds the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallsuch Person may, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the lesser effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Domiciled Obligor to make any payment of interest with respect to the Canadian Facility Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the receipt of interest with respect to the Canadian Facility Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rates 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 the applicable recipient of interest with respect to the Canadian Facility Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest that would have been charged if required to be paid by the maximum rate had been in effect at all times, or (ii) Canadian Domiciled Obligors to the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Domiciled Obligors to the applicable recipient which would constitute interest with respect to the Canadian Facility Obligations for purposes of Section 347 of the Criminal Code (Canada). If a court of competent jurisdiction determines that Agent or any Lender has Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received interest an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the Canadian Domiciled Obligors shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount allowed under Applicable Lawequal to such excess, and, pending such reimbursement, such excess amount shall be deemed received to be an amount payable by the applicable recipient to the applicable Canadian Domiciled Obligor. Any amount or rate of interest with respect to the Canadian Facility Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Loans to the Canadian Borrower remain outstanding on account ofthe 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 shall automatically otherwise be applied pro rated over the period from the Original Agreement Closing Date to reduce, Obligations other than interest (regardless the date of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Canadian Facility Obligations, any balance and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with conclusive for the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term purposes of the Obligationssuch determination.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, the Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligations any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that the Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in a future monthfull, that any remaining excess shall forthwith be paid to the Borrowers. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, the Borrower Parties and the Lenders shall, to the maximum rateextent permitted under Applicable Law: (a) characterize any nonprincipal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) the lesser of (i) Lenders shall refund to the Borrowers the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligations and, in such event, the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Maximum Rate. As used herein, the term “Applicable Law, such excess ” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the law in effect as of the Obligationsdate hereof; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new law as of the Obligationsits effective date.

Maximum Interest. In no event Notwithstanding anything in this Company Note to the contrary, the Company shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Originator under this Company Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (“interest”such Highest Lawful Rate being herein called the "Originator's Maximum Permissible Rate") exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Originator on any date shall be computed at all times, or the Originator's Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Originator computed at the Originator's Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Originator in excess respect of such subsequent interest computation period shall continue to be computed at the Originator's Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event Notwithstanding anything in this Company Note to the contrary, the Company shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and Originator under this Company Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to Originator on any date shall be computed at Originator’s Maximum Permissible Rate pursuant to the maximum rate had been in effect at all times, or provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to Originator computed at Originator’s Maximum Permissible Rate, then the Loan Documents. If a court amount of competent jurisdiction determines that Agent or any Lender has received interest payable to Originator in excess respect of such subsequent interest computation period shall continue to be computed at Originator’s Maximum Permissible Rate until the total amount of interest payable to Originator shall equal the total amount of interest which would have been payable to Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event Notwithstanding anything in this Company Note to the contrary, the Company shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise by payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise by payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Originator under this Company Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Originator on any date shall be computed at all times, or the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Originator computed at the Originator’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Originator in excess respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event Notwithstanding anything in this Loan Agreement to the contrary, the Borrower shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the outstanding principal amount of the Intercompany Loans at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Loan Agreement would exceed the Highest Lawful Rate, or if the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Loan Agreement to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Borrower under this Loan Agreement shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be refunded to the Borrower. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any the Holder under this Loan Documents and Agreement that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Intercompany Lender (such Highest Lawful Rate being herein called the “interestMaximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Holder (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Holder on any date shall be computed at all times, or the Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Holder would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Holder computed at the Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Holder in excess respect of such subsequent interest computation period shall continue to be computed at the Maximum Permissible 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 maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall interest, charges or other the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (“maximum rate”)Law. IfNo agreements, conditions, provisions or stipulations contained in this Agreement or any month, of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment portion of the Obligations, or the total amount exercise of interest actually paid under the Loan Documents is less than the total amount any option whatsoever contained in any of interest that would, but for this Section, have accrued under the Loan Documents, then or the prepayment by any or all Borrowers shallof any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent permitted only of the excess of Interest over such Maximum Rate. If any Interest is charged or received in excess of the Maximum Rate (“Excess”), each Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Each Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender 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. By the execution of this Agreement, pay to Agent, for the account of Lenders, (a) the lesser of each Borrower covenants that (i) the amount credit or return of interest that would have been charged if any Excess shall constitute the maximum rate had been in effect at all timesacceptance by such Borrower of such Excess, or and (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effectno Borrower shall seek or pursue any other remedy, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that legal or equitable, against Agent or any Lender has received interest Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless Maximum Rate. For the purpose of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether or not any excess interest Excess has been contracted for, charged or received by Agent or any Lender, all interest Interest at any time contracted for, charged or received from any or all Borrowers in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Borrowers, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 2.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any or all Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10.

Maximum Interest. In no event 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 the Administrative Agent and each Lender under this Agreement shall interestbe 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 the Administrative Agent or such Lender limiting rates of interest which may be charged or collected by the Administrative Agent or such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to the Administrative Agent or a Lender then, in that are event, notwithstanding anything to the contrary in this Agreement, 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, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by the Administrative Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”), and Lenders any excess shall be credited to the Borrower by the Administrative Agent or such Lender (or, if such consideration shall have been paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be paid, to the Administrative Agent or such Lender for the use, forbearance and detention of the Indebtedness of the Borrower to the Administrative Agent or such Lender hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 4.1 together with any other fees payable pursuant to this Agreement and the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifapplicable law, in any month, any interest rate, absent the foregoing limitation, exceeds that amount which would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain accrued at the maximum rate until Highest Lawful Rate, the amount of interest actually paid and any such fees to accrue to the Administrative Agent or such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Administrative Agent or such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay Administrative Agent or such Lender if a varying rate per annum equal to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate provided pursuant to Section 3.2 had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents times been in effect, minus (b) plus the amount of interest actually paid under fees which would have been received but for the Loan Documents. If a court effect of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsthis Section.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents and that are deemed interest under Applicable Law (“interest”) shall not exceed the highest maximum rate permissible under of non-usurious interest permitted by Applicable Law (“maximum rate”). If, If Agent or any Lender shall receive interest in any month, any interest rate, absent the foregoing limitation, would have exceeded an amount that exceeds the maximum rate, then the excess interest shall be applied to the principal of the Obligations of the Borrower Group to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower Group. In determining whether the interest rate for that month shall be the maximum rate andcontracted for, if in charged or received by Agent or a future month, that interest rate would otherwise be less than Lender exceeds the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallsuch Person may, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the lesser effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Domiciled Obligor to make any payment of interest with respect to the Canadian Facility Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the receipt of interest with respect to the Canadian Facility Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates 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 the applicable recipient of interest with respect to the Canadian Facility Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest that would have been charged if required to be paid by the maximum rate had been in effect at all times, or (ii) Canadian Domiciled Obligors to the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Domiciled Obligors to the applicable recipient which would constitute interest with respect to the Canadian Facility Obligations for purposes of Section 347 of the Criminal Code (Canada). If a court of competent jurisdiction determines that Agent or any Lender has Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received interest an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Domiciled Obligors shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount allowed under Applicable Lawequal to such excess, and pending such reimbursement, such excess amount shall be deemed received to be an amount payable by the applicable recipient to the applicable Canadian Domiciled Obligor. Any amount or rate of interest with respect to the Canadian Facility Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolver Loan to Canadian Borrower remains outstanding on account ofthe assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and shall automatically otherwise be applied prorated over the period from the Closing Date to reduce, Obligations other than interest (regardless the date of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Canadian Facility Obligations, any balance and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with conclusive for the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term purposes of the Obligationssuch determination.

Maximum Interest. In no event Notwithstanding any provision to the contrary contained herein or in any other Loan Instrument, Lenders shall interest, charges not collect a rate of interest on any obligation or other amounts that are contracted for, charged or received liability due and owing by Agent and Borrowers to Lenders pursuant to any Loan Documents and that are deemed in excess of the maximum contract rate of interest under Applicable Law permitted by applicable law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”"Excess Interest"). IfLenders and Borrowers agree that the interest laws of the State of Arizona govern the relationship among them, but in the event of a final adjudication to the contrary, Borrowers shall be obligated to pay, nunc pro tunc, to Lenders only such interest as then shall be permitted by the laws of the state found to govern the contract relationship among Lenders and Borrower. If any month, Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Loan Agreement or any interest rate, absent the foregoing limitation, would have exceeded the maximum rateother Loan Instrument, then the interest rate for that month in such event (i) no Obligor shall be obligated to pay such Excess Interest, (ii) any Excess Interest collected by Lenders shall be, at Lenders' option, (A) applied to the Principal Balance or to accrued and unpaid interest not in excess of the maximum rate andpermitted by applicable law or (B) refunded to the payor thereof, if in a future month(iii) the interest rates provided for herein (collectively, that interest rate would otherwise the "Stated Rate") shall be less than the maximum rate, then the rate shall remain at automatically reduced to the maximum rate until allowed from time to time under applicable law (the amount of interest actually paid equals "Maximum Rate") and this Loan Agreement and the amount of interest which would other Loan Instruments, as applicable, shall be deemed to have accrued if it had not been limited by the maximum rate. Ifbeen, upon Full Payment and shall be, modified to reflect such reduction, and (iv) neither any Borrower nor any other Obligor shall have any action against Lenders for any damages arising out of the Obligationspayment or collection of such Excess Interest; provided, however, that if at any time thereafter the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Rate, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Lawlaw, continue to pay interest at the Maximum Rate until such time as the total interest received by Lenders is equal to Agent, the total interest which Lenders would have received had the Stated Rate been (but for the account operation of Lenders, (athis provision) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in payable. Thereafter, the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess rate payable shall be deemed received on account ofthe Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate, and in which event the provisions contained in this subsection 2.4.3 shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsagain apply.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, the Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligations any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that the Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in a future monthfull, that any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, the Borrower and the Lenders shall, to the maximum rateextent permitted under applicable law: (a) characterize any non-principal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) the lesser of (i) Lenders shall refund to the Borrower the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligations and, in such event, the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Applicable LawMaximum Rate. As used herein, such excess the term “applicable law” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the law in effect as of the Obligationsdate hereof; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new law as of the Obligationsits effective date.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents and that are deemed interest under Applicable Law (“interest”) shall not exceed the highest maximum rate permissible under of non-usurious interest permitted by Applicable Law (“maximum rate”). If, If Agent or any Lender shall receive interest in any month, any interest rate, absent the foregoing limitation, would have exceeded an amount that exceeds the maximum rate, then the excess interest shall be applied to the principal of the Obligations of the Borrower to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower. In determining whether the interest rate for that month shall be the maximum rate andcontracted for, if in charged or received by Agent or a future month, that interest rate would otherwise be less than Lender exceeds the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallsuch Person may, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the lesser effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Loan Party to make any payment of interest with respect to the Canadian Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the receipt of interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates 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 the applicable recipient of interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest that would have been charged if required to be paid by the maximum rate had been in effect at all times, or (ii) Canadian Loan Parties to the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Loan Parties to the applicable recipient which would constitute interest with respect to the Canadian Obligations for purposes of Section 347 of the Criminal Code (Canada). If a court of competent jurisdiction determines that Agent or any Lender has Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received interest an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian Loan Parties shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount allowed under Applicable Lawequal to such excess, and pending such reimbursement, such excess amount shall be deemed received to be an amount payable by the applicable recipient to the applicable Canadian Loan Party. Any amount or rate of interest with respect to the Canadian Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Revolver Loans to any Canadian Borrower remains outstanding on account ofthe 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 shall automatically otherwise be applied pro-rated over the period from the Closing Date to reduce, Obligations other than interest (regardless the date of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Canadian Obligations, any balance and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with conclusive for the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term purposes of the Obligationssuch determination.

Maximum Interest. In The provisions of this Mortgage and of all agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall interestthe amount paid, charges or other amounts that are contracted foragreed to be paid ("Interest"), charged to Mortgagee for the use, forbearance or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest retention of the money loaned under Applicable Law (“interest”) the Note exceed the highest rate maximum amount permissible under Applicable Law (“maximum rate”)applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Mortgagor and Mortgagee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Mortgagee shall ever receive anything of value deemed Interest by applicable law in any month, any interest rate, absent the foregoing limitation, would have exceeded excess of the maximum ratelawful amount, then the interest rate for that month an amount equal to any excessive Interest shall be applied to the maximum rate and, if reduction of the principal balance owing under the Note in a future month, that interest rate would otherwise be less than the maximum rate, inverse order of its maturity (whether or not then the rate shall remain due) or at the maximum rate until option of Mortgagee be paid over to Mortgagor, and not to the amount payment of interest actually Interest. All Interest (including any amounts or payments deemed to be Interest) paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually or agreed to be paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Mortgagee shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This paragraph will control all agreements between Mortgagor and Mortgagee.

Maximum Interest. In no event shall interest, charges charges, or other amounts that are contracted for, charged charged, or received by the Agent and the Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Agent, for the account of the Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, times or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that the Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations other than interest (regardless of any erroneous application thereof by the Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by the Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated allocated, and spread in equal parts throughout the full term of the Obligations.

Maximum Interest. In no event It is the intention of the parties hereto that the Agent and each Lender shall interestconform strictly to usury laws applicable to it. Accordingly, charges if the transactions contemplated hereby or by any other amounts Loan Document would be usurious as to the Agent or any Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to the Agent or such Lender notwithstanding the other provisions of this Agreement), then, in that are event, notwithstanding anything to the contrary in this Agreement or any other Loan Document or any agreement entered into in connection with or as security for the Obligations, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to the Agent or any Lender that is contracted for, taken, reserved, charged or received by the Agent or such Lender under this Agreement or any other Loan Document or agreements or otherwise in connection with the Obligations shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and Lenders pursuant if theretofore paid shall be credited by the Agent or such Lender on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by the Agent or such Lender, as applicable, to the Borrower); and (ii) in the event that the maturity of the Obligations is accelerated by reason of any Loan Documents and Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that are deemed constitutes interest under Applicable Law (“interest”) exceed law applicable to the highest rate permissible under Applicable Law (“maximum rate”). If, in Agent or any month, any interest rate, absent the foregoing limitation, would have exceeded Lender may never include more than the maximum rateamount allowed by such applicable law, then the interest rate and excess interest, if any, provided for that month in this Agreement or otherwise shall be canceled automatically by the maximum rate Agent or such Lender, as applicable, as of the date of such acceleration or prepayment and, if in a future monththeretofore paid, that interest rate would otherwise shall be less than credited by the maximum rateAgent or such Lender, then as applicable, on the rate shall remain at the maximum rate until the principal amount of interest actually paid equals the Obligations (or, to the extent that the principal amount of interest which the Obligations shall have been or would have accrued if it had not been limited thereby be paid in full, refunded by the maximum rateAgent or such Lender to the Borrower). IfAll sums paid or agreed to be paid to the Agent or any Lender for the use, upon Full Payment forbearance or detention of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers sums due hereunder shall, to the extent permitted by Applicable Law, pay law applicable to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsLoan until payment in full so that the rate or amount of interest on account of the Loan hereunder does not exceed the maximum amount allowed by such applicable law. If at an time and from time to time (x) the amount of interest payable to the Agent or any Lender on any date shall be computed at the Highest Lawful Rate applicable to the Agent or such Lender pursuant to this Section 12.19 and (y) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Agent or such Lender would be less than the amount of interest payable to the Agent or such Lender computed at the Highest Lawful Rate applicable to the Agent or such Lender, then the amount of interest payable to the Agent or such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to the Agent or such Lender until the total amount of interest payable to the Agent or such Lender shall equal the total amount of interest which would have been payable to the Agent or such Lender if the total amount of interest had been computed without giving effect to this Section 12.19.

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness (as defined in the Deed of Trust) (or applicable United States federal law to the extent that it permits Lender to contract for, charges 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 amount (i) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other amounts that are Loan Documents or any other communication or writing by or between Borrower and Lender related to any of the Indebtedness, (ii) contracted for, charged or received by Agent reason of Lender's exercise of the option to accelerate the maturity of the Note and/or any other portion of the Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of any voluntary prepayment by Borrower of the Note and/or any of the other Indebtedness, then it is Borrower's and Lenders pursuant Lender's express intent that all amounts charged in excess of the Maximum Lawful Rate (as defined in the Deed of Trust) shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of the Note and/or any of the other Indebtedness (or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Borrower), and the provisions of the Note and the other 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 comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against any other Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any Loan Documents claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and that are deemed interest under Applicable Law amount of the violation, and Lender shall have sixty (“interest”60) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, days after receipt of such notice in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate andwhich to correct such usury violation, if in a future monthany, that by either refunding such excess interest rate would otherwise be less than to Borrower or crediting such excess interest against the maximum rateNote and/or other Indebtedness then owing by Borrower to Lender. All sums contracted for, then charged or received by Lender for the rate shall remain at use, forbearance or detention of any of the maximum rate until Indebtedness, including any portion of the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited debt evidenced by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Note shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, the Note and/or other Indebtedness (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of the maximum rate had been Note and/or other Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect at all timesand applicable to the Note and/or the other Indebtedness for so long as any Indebtedness is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Note and/or any of the other Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, or (ii) it is not the amount intention of Lender to accelerate the maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, a Funding Party shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligations any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that a Funding Party ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in a future monthfull, that any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Parties shall, to the maximum rateextent permitted under applicable law: (a) characterize any non-principal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) the lesser of (i) applicable Funding Party shall refund to the applicable Borrower Party the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Applicable LawMaximum Rate. As used herein, such excess the term “applicable law” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the law in effect as of the Obligationsdate hereof; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new law as of the Obligationsits effective date.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents and that are deemed interest under Applicable Law (“interest”) shall not exceed the highest maximum rate permissible under of non-usurious interest permitted by Applicable Law (“maximum rate”). If, If the Agent or any Lender shall receive interest in any month, any interest rate, absent the foregoing limitation, would have exceeded an amount that exceeds the maximum rate, then the excess interest shall be applied to the principal of the Obligations of the Borrower to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower. In determining whether the interest rate for that month shall be contracted for, charged or received by the maximum rate and, if in Agent or a future month, that interest rate would otherwise be less than Lender exceeds the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallsuch Person may, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the lesser effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Domiciled Loan Party to make any payment of interest with respect to the Canadian Facility Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the receipt of interest with respect to the Canadian Facility Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates 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 the applicable recipient of interest with respect to the Canadian Facility Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest that would have been charged if required to be paid by the maximum rate had been in effect at all times, or (ii) Canadian Facility Loan Parties to the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Facility Loan Parties to the applicable recipient which would constitute interest with respect to the Canadian Facility Obligations for purposes of Section 347 of the Criminal Code (Canada). If a court of competent jurisdiction determines that Agent or any Lender has Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received interest an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the Canadian Facility Loan Parties shall be entitled, by notice in writing to the Agent, to obtain reimbursement from the applicable recipient in an amount allowed under Applicable Lawequal to such excess, and pending such reimbursement, such excess amount shall be deemed received to be an amount payable by the applicable recipient to the applicable Canadian Facility Loan Party. Any amount or rate of interest with respect to the Canadian Facility Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolver Loans to the Canadian Borrower remains outstanding on account ofthe 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 shall automatically otherwise be applied pro-rated over the period from the Closing Date to reduce, Obligations other than interest (regardless the date of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Canadian Facility Obligations, any balance and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with conclusive for the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term purposes of the Obligationssuch determination.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligations any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in a future monthfull, that any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Lenders shall, to the maximum rateextent permitted under applicable Law: (a) characterize any nonprincipal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) Lenders shall refund to the lesser of (i) applicable Borrower Party the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Applicable Maximum Rate. As used herein, the term “applicable Law, such excess ” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the Law in effect as of the Obligationsdate hereof; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in the Law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new Law as of the Obligationsits effective date.

Maximum Interest. In no event 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 Lender under this Agreement shall interestbe 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 that may be charged or collected by such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by Agent and Lenders pursuant to any Loan Documents and that are deemed interest such Lender shall under Applicable Law (“interest”) no circumstances exceed the highest rate permissible under Applicable Law maximum amount of interest allowed by applicable law (“such maximum rate”). If, in any month, any lawful interest rate, absent if any, with respect to such Lender herein called the foregoing limitation“Highest Lawful Rate”), would have exceeded the maximum rate, then the interest rate for that month and any excess shall be credited to the maximum rate andBorrower by such Lender (or, if such consideration shall have been paid in a future monthfull, that interest rate would otherwise such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be less than paid, to such Lender for the maximum rateuse, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment forbearance and detention of the Obligations, indebtedness of the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower to such Lender hereunder shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2, together with any other fees and expenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 10.18.

Maximum Interest. In The provisions of this Deed of Trust and of all agreements between Grantor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall interestthe amount paid, charges or other amounts that are contracted foragreed to be paid ("Interest") to Beneficiary for the use, charged forbearance or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest retention of the money loaned under Applicable Law (“interest”) the Note exceed the highest rate maximum amount permissible under Applicable Law (“maximum rate”)applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Grantor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever, Beneficiary shall ever receive anything of value deemed Interest by applicable law in any month, any interest rate, absent the foregoing limitation, would have exceeded excess of the maximum ratelawful amount, then the interest rate for that month an amount equal to any excessive Interest shall be applied to the maximum rate andreduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until option of Beneficiary, be paid over to Grantor, and not to the amount payment of interest actually Interest. All Interest (including any amounts or payments deemed to be Interest) paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually or agreed to be paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Beneficiary shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Grantor and Beneficiary.

Maximum Interest. In Regardless of any provision contained in this Agreement or any other agreement or document executed in connection herewith, in no contingency or event whatsoever shall interest, charges or other the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders Capital pursuant to the terms of this Agreement or any other Loan Documents and that are deemed interest under Applicable Law (“interest”) applicable law exceed the highest rate permissible under Applicable Law (“maximum rate”)any applicable law. IfNo agreements, conditions, provisions or stipulations contained in this Agreement or any month, of the other Loan Documents or the exercise by Capital of the right to accelerate the payment or the maturity of all or any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment portion of the Obligations, or the total amount exercise of interest actually paid under the Loan Documents is less than the total amount any option whatsoever contained in any of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to or the extent permitted prepayment by Applicable Law, pay to Agent, for Borrower of any of the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all timesObligations, or (ii) the amount occurrence of any contingency whatsoever, shall entitle Capital to charge or receive in any event, interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received charges, amounts premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as "Interest") in excess of the maximum amount allowed rate allowable under Applicable Lawapplicable law and in no event shall Borrower be obligated to pay Interest exceeding such maximum rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the maximum rate allowable under applicable law shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such maximum rate. If any Interest is charged or received in excess of the maximum rate allowable under applicable law ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and Capital does not intend to collect any unearned interest in the event of any such acceleration. Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2 of this Agreement and the maximum rate of interest allowable under applicable law, such excess an unintentional result could inadvertently occur. All monies paid to Capital hereunder or under any other Loan Documents, whether at maturity or by prepayment, shall be deemed received on account ofsubject to any rebate of unearned interest as and to the extent required by applicable law. By the execution of this Agreement, Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall automatically be applied to reducenot seek or pursue any other remedy, Obligations other than interest (regardless of legal or equitable, against Capital, based in whole or in part upon contracting for, charging or receiving any erroneous application thereof by Agent or any Lender), and upon Full Payment Interest in excess of the Obligations, any balance shall be refunded to Borrowersmaximum rate allowable under applicable law. In For the purpose of determining whether or not any excess interest Excess has been contracted for, charged or received by Agent or any LenderCapital, all interest at any time contracted for, charged or received from Borrowers Borrower in connection with this Agreement and any other agreement or document executed in connection herewith, any of the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Borrower and Capital shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recommitted by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section.

Maximum Interest. In no event shall interest(A) Notwithstanding anything to the contrary in this Agreement or otherwise, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to (i) if at any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until time the amount of interest actually paid computed on the basis of an Applicable Annual Rate or a Default Rate would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter (the "Maximum Legal Rate"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in such Applicable Annual Rate or Default Rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if it such interest had been at all times computed solely on the basis of an Applicable Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal law, an Applicable Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not been limited by exceed the maximum rate. If, upon Full Payment "weekly ceiling" from time to time in effect under Chapter 303 of the ObligationsTexas Finance Code (Vernon's Texas Code Annotated), as amended from time to time (as amended, the total amount "Texas Finance Code"). If the applicable state or federal law is amended in the future to allow a greater rate of interest actually paid to be charged under this Agreement than is presently allowed by applicable state or federal law, then the Loan Documents is less than the total amount limitation of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, hereunder shall be increased to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effectallowed by applicable state or federal law as amended, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess which increase shall be deemed received effective hereunder on account ofthe effective date of such amendment, and shall automatically be applied all interest charges owing to reduce, Obligations other than interest (regardless of any erroneous application Lender by reason thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers payable in connection accordance with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsSection 3.2.2 hereof.

Maximum Interest. In no event 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 and the Issuer under this Agreement shall interestbe 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 or the Issuer limiting rates of interest which may be charged or collected by such Bank or the Issuer. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Bank or the Issuer then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 4.11 shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by Agent such Bank or the Issuer shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Bank or the Issuer herein called the "Highest Lawful Rate"), and Lenders any excess shall be credited to the Borrower by such Bank or the Issuer (or, if such consideration shall have been paid in full, such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be paid, to such Bank or the Issuer for the use, forbearance and detention of the indebtedness of the Borrower to such Bank or the Issuer hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2 together with any Loan Documents other fees payable pursuant to this Agreement and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifapplicable law, in any month, any interest rate, absent the foregoing limitation, exceeds that amount which would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain accrued at the maximum rate until Highest Lawful Rate, the amount of interest actually paid and any such fees to accrue to such Bank or the Issuer pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Bank or the Issuer pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued to such Bank or the Issuer if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, a varying rate per annum equal to the extent permitted by Applicable Law, pay interest provided pursuant to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate Section 3.2 had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents times been in effect, minus (b) plus the amount of interest actually paid under fees which would have been received but for the Loan Documents. If a court effect of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsthis Section 4.11.

Maximum Interest. In no event (a) No provision of this Agreement or any Revolving Note shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant require the payment to any Loan Documents and that are deemed Lender or permit the collection by any Lender of interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be excess of the maximum rate and, if permitted by applicable law (the "Maximum Lawful Rate"). (b) If the amount of interest computed without giving effect to this Section 2.18 and payable on any interest payment date in a future month, that respect of the preceding interest rate computation period would otherwise be less than exceed the maximum rate, then the rate shall remain amount of interest computed in respect of such period at the maximum rate until of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to any Lender (such maximum rate being such Lender's "Maximum Permissible Rate"), the amount of interest actually paid equals the amount payable to such Lender on such date in respect of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, such period shall be computed at such Lender's Maximum Permissible Rate. (c) If at any time and from time to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to any Lender on any interest payment date shall be computed at such Lender's Maximum Permissible Rate pursuant to the maximum rate had been in effect at all times, or preceding paragraph (b) and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to such Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to such Lender computed at such Lender's Maximum Permissible Rate, then the Loan Documents. If a court amount of competent jurisdiction determines that Agent or any interest payable to such Lender has received in respect of such subsequent interest in excess computation period shall continue to be computed at such Lender's Maximum Permissible Rate until the amount of interest payable to such Lender shall equal the maximum total amount allowed under Applicable Law, of interest which would have been payable to such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than Lender if the total amount of interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has had been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, computed without giving effect to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationspreceding paragraph (b).

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligations any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in a future monthfull, that any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Lenders shall, to the maximum rateextent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) Lenders shall refund to the lesser of (i) applicable Borrower Party the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligations and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Applicable LawMaximum Rate. As used herein, such excess the term “applicable law” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the law in effect as of the Obligationsdate hereof; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new law as of the Obligationsits effective date.

Maximum Interest. Borrower and Lender intend to strictly comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2(j) shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2(j), even if such provision declares that it controls. As used in this Section 2(j), the term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to the maximum extent permitted by applicable law, (i) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (ii) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts, during the full term of the Obligations. In no event shall interestBorrower or any other Person be obligated to pay, charges or Lender have any right or privilege to reserve, receive or retain, (i) any interest in excess of the maximum amount of non-usurious interest permitted under the laws of the State of California or the applicable laws (if any) of the U.S. or of any other amounts that are applicable state, or (ii) total interest in excess of the amount which Lender could lawfully have contracted for, reserved, received, retained or charged or received by Agent and Lenders pursuant to any Loan Documents and had the interest been calculated for the full term of the Obligations at the Maximum Rate. On each day, if any, that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate (the “Stated Rate”) stipulated by this Agreement or any other Loan Document exceeds the Maximum Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Maximum Rate for that month shall be the maximum rate andday, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate and shall remain fixed at the maximum rate Maximum Rate for each day thereafter until the total amount of interest actually paid accrued equals the total amount of interest which would have accrued if it had not been limited there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the maximum Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. If, upon Full Payment None of the Obligationsterms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2(j), or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Maximum Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason Lender at any time, including but not limited to, the total amount of interest actually paid under the Loan Documents stated maturity, is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, owed or receives (aand/or has received) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of interest calculated at the maximum amount allowed under Applicable LawMaximum Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been paid to Lender, it shall be credited pro tanto against the outstanding principal balance of Borrower’s obligations to Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be promptly refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsits payor.

Maximum Interest. In Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall interest, charges or other the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (“maximum rate”)Law. IfNo agreements, conditions, provisions or stipulations contained in this Agreement or any month, of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment portion of the Obligations, or the total amount exercise of interest actually paid under the Loan Documents is less than the total amount any option whatsoever contained in any of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallor the prepayment by Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as "Interest") in excess of the Maximum Rate and in no event shall Borrower be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent permitted only of the excess of Interest over such Maximum Rate. If any Interest is charged or received in excess of the Maximum Rate ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement or in the Notes, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender 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. By the execution of this Agreement, pay to Agent, for the account of Lenders, (a) the lesser of Borrower covenants that (i) the amount credit or return of interest that would have been charged if any Excess shall constitute the maximum rate had been in effect at all timesacceptance by Borrower of such Excess, or and (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effectBorrower shall not seek or pursue any other remedy, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that legal or equitable, against Agent or any Lender has received interest Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless Maximum Rate. For the purpose of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether or not any excess interest Excess has been contracted for, charged or received by Agent or any Lender, all interest Interest at any time contracted for, charged or received from Borrowers Borrower in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Borrower, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 2.10 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10.

Maximum Interest. In no event Notwithstanding anything in this Company Note to the contrary, the Company shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to the Servicer or any Loan Documents and Originator under this Company Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Servicer or any Originator (such Highest Lawful Rate being herein called the “interestMaximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Servicer and the Originators (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Servicer or any Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Servicer or any Originator on any date shall be computed at all times, or the Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Servicer or any Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Originator computed at the Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent interest payable to the Servicer or any Lender has received such Originator in respect of such subsequent interest in excess computation period shall continue to be computed at the Maximum Permissible Rate until the total amount of interest payable to the Servicer or such Originator shall equal the total amount of interest which would have been payable to the Servicer or such Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event Notwithstanding anything in this Subordinated Note to the contrary, the Issuer shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Issuer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Issuer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Issuer or any interest paid by the Issuer in excess of the Highest Lawful Rate shall be refunded to the Issuer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Holder under this Subordinated Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Holder (such Highest Lawful Rate being herein called the “interestHolder’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Holder (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Holder on any date shall be computed at all times, or the Holder’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Holder would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Holder computed at the Holder’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Holder in excess respect of such subsequent interest computation period shall continue to be computed at the Holder’s Maximum Permissible 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 maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. (a) In no event shall interestthe interest charged with respect to the Loans, charges the Notes or any other amounts that are contracted for, charged or received by Agent and Lenders Obligations of any Credit Party under the Loan Documents exceed the maximum amount permitted under the laws of the jurisdiction whose law is specified as the governing law of this document pursuant to Section 11.10 or of any other applicable jurisdiction. For the purposes of making any such determination hereunder, the Loans hereunder shall be deemed a single loan in the amount of the Commitments. (b) Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable for the account of any Lender hereunder or any other Loan Documents and that are deemed interest under Applicable Law Document (the “interestStated Rate”) would exceed the highest rate permissible of interest permitted under Applicable Law any applicable law to be charged by such Lender (the “maximum rateMaximum Lawful Rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest rate payable for that month the account of such Lender shall be equal to the maximum rate and, Maximum Lawful Rate; provided that if in a future month, that interest rate would otherwise be less than at any time thereafter the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Lawful Rate, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower shall, to the extent permitted by Applicable Lawlaw, continue to pay to Agent, interest for the account of Lenders, such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (abut for the operation of this provision) the lesser interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (ic) In no event shall the total interest received by any Lender exceed the amount of interest that would which such Lender could lawfully have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender. (d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate otherwise set forth equal to the Maximum Lawful Rate divided by the number of days in the Loan Documents been year in effect, minus which such calculation is made. (be) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest hereunder in excess of the maximum amount allowed under Applicable LawMaximum Lawful Rate with respect to such Lender, such excess amount shall be deemed received on account of, and shall automatically be applied to reduce, Obligations the reduction of the outstanding principal balance of its Loans or to other amounts (other than interest (regardless of any erroneous application thereof by Agent or any Lender)interest) payable hereunder, and upon Full Payment of the Obligationsif no such principal or other amounts are then outstanding, any balance such excess or part thereof remaining shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, paid to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsBorrower.

Maximum Interest. In no event Notwithstanding any provision to the contrary contained herein or in any other Loan Instrument, Lender shall interest, charges not collect a rate of interest on any obligation or other amounts that are contracted for, charged or received liability due and owing by Agent and Lenders pursuant Borrower to any Loan Documents and that are deemed Lender in excess of the maximum contract rate of interest under Applicable Law permitted by applicable law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”"Excess Interest"). If, If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Loan Agreement or any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rateother Loan Instrument, then in such event (i) Borrower shall not be obligated to pay such Excess Interest, (ii) any Excess Interest collected by Lender shall be refunded to the payor thereof, (iii) the interest rate rates provided for that month herein (collectively the "Stated Rate") shall be automatically reduced to the maximum rate andallowed from time to time under applicable law (the "Maximum Rate") and this Loan Agreement and the other Loan Instruments, if in a future monthas applicable, shall be deemed to have been, and shall be, modified to reflect such reduction, and (iv) Borrower shall not have any action against Lender for any damages arising out of the payment or collection of such Excess Interest; provided, however, that interest rate would otherwise be less than if at any time thereafter the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Rate, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower shall, to the extent permitted by Applicable Lawlaw, continue to pay interest at the Maximum Rate until such time as the total interest received by Lender is equal to Agent, the total interest which Lender would have received had the Stated Rate been (but for the account operation of Lenders, (athis provision) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in payable. Thereafter, the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess rate payable shall be deemed received on account ofthe Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate, and in which event the provisions contained in this subsection 2.3.3 again shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsapply.

Maximum Interest. In Regardless of any provision contained in this Agreement or any of the other Financing Documents, in no contingency or event whatsoever shall interest, charges or other the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders Lender pursuant to the terms of this Agreement or any Loan of the other Financing Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under any Applicable Law (“maximum rate”)Law. IfNo agreements, conditions, provisions or stipulations contained in this Agreement or any month, of the other Financing Documents or the exercise by Lender of the right to accelerate the payment or the maturity of all or any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment portion of the Obligations, or the total amount exercise of interest actually paid under any option whatsoever contained in any of the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Financing Documents, then Borrowers shallor the prepayment by Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as "Interest") in excess of the Maximum Rate and in no event shall Borrower be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent permitted only of the excess of Interest over such Maximum Rate. If any Interest is charged or received in excess of the Maximum Rate ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and Lender does not intend to collect any unearned interest in the event of any such acceleration. Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Lender hereunder or under any of the other Financing 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. By the execution of this Agreement, pay to Agent, for the account of Lenders, (a) the lesser of Borrower covenants that (i) the amount credit or return of interest that would have been charged if any Excess shall constitute the maximum rate had been in effect at all timesacceptance by Borrower of such Excess, or and (ii) the amount of interest that would have accrued had the interest rate otherwise set forth Borrower shall not seek or pursue any other remedy, legal or equitable, against Lender, based in the Loan Documents been whole or in effectpart upon contracting for, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent charging or receiving any Lender has received interest Interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless Maximum Rate. For the purpose of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether or not any excess interest Excess has been contracted for, charged or received by Agent or any Lender, all interest at any time contracted for, charged or received from Borrowers Borrower in connection with any of the Loan Financing Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Borrower and Lender shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 2.6 shall be deemed to be incorporated into every DIP Financing Document (whether or not any provision of this Section is referred to therein). All such Financing Documents and communications relating to any Interest owed by Borrower, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.6.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent the Agents and the Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any monthperiod, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this SectionSection 3.10, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Applicable Agent, for the account of the Applicable Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by any Agent or any Lender), and upon Full Payment payment in full, in cash of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If any provision of this Agreement would oblige a Canadian Loan Party to make any payment of interest or other amount payable to the Agents and the Lenders in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Agents and the Lenders of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by the Agents and the Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (a) first, by reducing the amount or rate of interest; and (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of principal of interest secured by a mortgage or hypothec on Real Estate that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

Maximum Interest. In no event 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 the Agent and each Lender under this Agreement shall interestbe 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 the Agent or such Lender limiting rates of interest which may be charged or collected by the Agent or such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to the Agent or a Lender then, in that are event, notwithstanding anything to the contrary in this Agreement, 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, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by the Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the "Highest Lawful Rate"), and Lenders any excess shall be credited to the Borrower by the Agent or such Lender (or, if such consideration shall have been paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be paid, to the Agent or such Lender for the use, forbearance and detention of the Indebtedness of the Borrower to the Agent or such Lender hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2 together with any other fees payable pursuant to this Agreement and the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifapplicable law, in any month, any interest rate, absent the foregoing limitation, exceeds that amount which would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain accrued at the maximum rate until Highest Lawful Rate, the amount of interest actually paid and any such fees to accrue to the Agent or such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Agent or such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay Agent or such Lender if a varying rate per annum equal to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate provided pursuant to Section 3.2 had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents times been in effect, minus (b) plus the amount of interest actually paid under fees which would have been received but for the Loan Documents. If a court effect of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsthis Section.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligations any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in a future monthfull, that any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Lenders shall, to the maximum rateextent permitted under applicable Law: (a) characterize any non-principal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) Lenders shall refund to the lesser of (i) applicable Borrower Party the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Maximum Rate. As used herein, the term “Applicable Law, such excess ” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the Law in effect as of the ObligationsClosing Date; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in Law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new Law as of the Obligationsits effective date.

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Borrower and Bank at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any Note or any Loan Document, charges and the Related Indebtedness (or other amounts applicable United States federal law to the extent that are it permits Bank 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 amount (a) contracted for, charged charged, taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other communication or writing by or between Borrower and Bank related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by Agent reason of Bank’s exercise of the option to accelerate the maturity of any Note and/or any and Lenders all indebtedness paid or payable by Borrower to Bank pursuant to any Loan Documents and that are deemed interest under Applicable Law Document other than any Note (such other indebtedness being referred to in this Section as the “interest”) exceed the highest rate permissible under Applicable Law (“maximum rateRelated Indebtedness”). If, in or (c) Borrower will have paid or Bank will have received by reason of any month, prepayment by Borrower of any interest rate, absent the foregoing limitation, would have exceeded the maximum rateNote or Related Indebtedness, then it is Borrower’s and Bank’s express intent that all amounts charged in excess of the interest rate for that month Maximum Rate shall be automatically canceled, ab initio, and all amounts in excess of the maximum rate andMaximum Rate theretofore collected by Bank shall be credited on the principal balance of any Note and/or the Related Indebtedness (or, if any Note and the Related Indebtedness have been or would thereby be paid in a future monthfull, refunded to Borrower), and the provisions of any Note and the other Loan Documents 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 fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such Note, then Borrower and Bank agree that Bank shall, with reasonable promptness after Bank discovers or is advised by Borrower that interest rate would otherwise was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to Bank. Borrower hereby agrees that as a condition precedent to any claim or counterclaim (in which event such proceeding shall be less than abated for such time period) seeking usury penalties against Bank, Borrower will provide written notice to Bank, advising Bank in reasonable detail of the maximum rate, then the rate shall remain at the maximum rate until the nature and amount of the violation, and Bank 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 actually paid equals to Borrower or crediting such excess interest against the amount Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Bank. All sums contracted for, charged, taken, reserved or received by Bank for the use, forbearance or detention of interest which would have accrued if it had not been limited any debt evidenced by any Note and/or the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Related Indebtedness shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, such Note and/or the Related Indebtedness (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of any Note and/or the maximum rate had been Related Indebtedness does not exceed the Maximum Rate from time to time in effect at all timesand applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to any Note and/or any of the Related Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, or (ii) it is not the amount intention of Bank to accelerate the maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. In no event (a) No provision of this Agreement shall interest, charges require the payment to the Lender or other amounts that are contracted for, charged or received permit the collection by Agent and Lenders pursuant to any Loan Documents and that are deemed the Lender of interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be excess of the maximum rate and, if in a future month, that of interest rate would otherwise be less than from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to the maximum rate, then Lender Debt and binding on the rate shall remain at the Lender (such maximum rate until being the Lender’s “Maximum Permissible Rate”). (b) If the amount of interest actually paid equals (computed without giving effect to this Section 1.11) payable on any Interest Payment Date in respect of the preceding interest computation period would exceed the amount of interest which would have accrued if it had not been limited by computed in respect of such period at the maximum rate. If, upon Full Payment of the ObligationsMaximum Permissible Rate, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, payable to the extent permitted by Applicable Law, pay Lender on such date in respect of such period shall be computed at the Maximum Permissible Rate. (c) If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time: (i) the amount of interest that would have been charged if payable to any Lender on any Interest Payment Date shall be computed at the maximum rate had been in effect at all times, or Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, payable to the extent permitted by Applicable LawLender computed at the Maximum Permissible Rate, then the amount of interest payable to the Lender in respect of such subsequent interest computation period shall continue to be amortized, prorated, allocated and spread in computed at the Maximum Permissible Rate until the amount of interest payable to the Lender shall equal parts throughout the full term total amount of interest which would have been payable to the ObligationsLender if the total amount of interest had been computed without giving effect to the preceding subsection (b).

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent the Agents and the Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any monthperiod, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this SectionSection 3.10, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Administrative Agent, for the account of the Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by the Administrative Agent or any Lender), and upon Full Payment payment in full, in cash of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.

Maximum Interest. In no event 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 Lender under this Agreement shall interestbe 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 that may be charged or collected by such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by Agent and Lenders pursuant to any Loan Documents and that are deemed interest such Lender shall under Applicable Law (“interest”) no circumstances exceed the highest rate permissible under Applicable Law maximum amount of interest allowed by applicable law (“such maximum rate”). If, in any month, any lawful interest rate, absent if any, with respect to such Lender herein called the foregoing limitation“Highest Lawful Rate”), would have exceeded the maximum rate, then the interest rate for that month and any excess shall be credited to the maximum rate andBorrower by such Lender (or, if such consideration shall have been paid in a future monthfull, that interest rate would otherwise such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be less than paid, to such Lender for the maximum rateuse, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment forbearance and detention of the Obligations, indebtedness of the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower to such Lender hereunder shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.02, together with any other fees and expenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 12.12.

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness (as defined in the Deed of Trust) (or applicable United States federal law to the extent that it permits Lender to contract for, charges 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 amount (i) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other amounts that are Loan Documents or any other communication or writing by or between Borrower and Lender related to any of the Indebtedness, (ii) contracted for, charged or received by Agent reason of Lender’s exercise of the option to accelerate the maturity of the Note and/or any other portion of the Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of any voluntary prepayment by Borrower of the Note and/or any of the other Indebtedness, then it is Borrower’s and Lenders pursuant Lender’s express intent that all amounts charged in excess of the Maximum Lawful Rate (as defined in the Deed of Trust) shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of the Note and/or any of the other Indebtedness (or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Borrower), and the provisions of the Note and the other 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 comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against any other Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any Loan Documents claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and that are deemed interest under Applicable Law amount of the violation, and Lender shall have sixty (“interest”60) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, days after receipt of such notice in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate andwhich to correct such usury violation, if in a future monthany, that by either refunding such excess interest rate would otherwise be less than to Borrower or crediting such excess interest against the maximum rateNote and/or other Indebtedness then owing by Borrower to Lender. All sums contracted for, then charged or received by Lender for the rate shall remain at use, forbearance or detention of any of the maximum rate until Indebtedness, including any portion of the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited debt evidenced by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Note shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, the Note and/or other Indebtedness (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of the maximum rate had been Note and/or other Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect at all timesand applicable to the Note and/or the other Indebtedness for so long as any Indebtedness is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Note and/or any of the other Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, or (ii) it is not the amount intention of Lender to accelerate the maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent the Agents and the Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any monthperiod, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this SectionSection 3.10, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Administrative Agent, for the account of the Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by the Administrative Agent or any Lender), and upon Full Payment payment in full, in cash of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If any provision of this Agreement would oblige a Canadian Loan Party to make any payment of interest or other amount payable to the Agents and the Lenders in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Agents and the Lenders of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by the Agents and the Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (a) first, by reducing the amount or rate of interest; and (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of principal of interest secured by a mortgage or hypothec on Real Estate that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

Maximum Interest. In Regardless of any provision contained in any of the Credit Documents, in no contingency or event whatsoever shall interest, charges or other the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders pursuant to the terms of this Agreement or any Loan of the other Credit Documents and that are deemed interest under Applicable Law (“interest”) applicable law exceed the highest rate permissible under Applicable Law (“maximum rate”)any applicable law. IfNo agreements, conditions, provisions or stipulations contained in this Agreement or any month, of the other Credit Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment portion of the Obligations, or the total amount exercise of interest actually paid under any option whatsoever contained in any of the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Credit Documents, then or the prepayment by Borrowers shallof any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent permitted only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Borrower stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal of such Obligations and the balance, if any, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Each Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.5, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Credit Documents, whether at maturity or by Applicable Lawprepayment, pay shall be subject to Agentany rebate of unearned Interest as and to the extent required by applicable law. By the execution of this Agreement, for the account of Lenders, (a) the lesser of each Borrower covenants that (i) the amount credit or return of interest that would have been charged if any Excess shall constitute the maximum rate had been in effect at all timesacceptance by such Borrower of such Excess, or and (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effectsuch Borrower shall not seek or pursue any other remedy, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that legal or equitable, against Agent or any Lender has received interest Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless Maximum Rate. For the purpose of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether or not any excess interest Excess has been contracted for, charged or received by Agent or any Lender, all interest Interest at any time contracted for, charged or received from Borrowers in connection with any of the Loan Credit Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Borrowers, Agent and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the effects thereof. The provisions of this Section 2.14 shall be deemed to be incorporated into every Credit Document (whether or not any provision of this Section is referred to therein). All such Credit Documents and communications relating to any Interest owed by Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.14.

Maximum Interest. In no event Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Originator under this Subordinated Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Originator on any date shall be computed at all times, or the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Originator computed at the Originator’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Originator in excess respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. (a) In no event shall interestthe interest charged with respect to the Loans, charges the Notes or any other amounts that are contracted for, charged or received by Agent and Lenders Obligations of any Credit Party under the Loan Documents exceed the maximum amount permitted under the laws of the jurisdiction whose law is specified as the governing law of this document pursuant to Section 11.10 or of any other applicable jurisdiction. For the purposes of making any such determination hereunder, the Loans hereunder shall be deemed a single loan in the amount of the Commitments. (b) Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable for the account of any Lender hereunder or any other Loan Documents and that are deemed interest under Applicable Law Document (the “interestStated Rate”) would exceed the highest rate permissible of interest permitted under Applicable Law any applicable law to be charged by such Lender (the “maximum rateMaximum Lawful Rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest rate payable for that month the account of such Lender shall be equal to the maximum rate and, Maximum Lawful Rate; provided that if in a future month, that interest rate would otherwise be less than at any time thereafter the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Lawful Rate, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Lawlaw, continue to pay to Agent, interest for the account of Lenders, such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (abut for the operation of this provision) the lesser interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (ic) In no event shall the total interest received by any Lender exceed the amount of interest that would which such Lender could lawfully have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender. (d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate otherwise set forth equal to the Maximum Lawful Rate divided by the number of days in the Loan Documents been year in effect, minus which such calculation is made. (be) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest hereunder in excess of the maximum amount allowed under Applicable LawMaximum Lawful Rate with respect to such Lender, such excess amount shall be deemed received on account of, and shall automatically be applied to reduce, Obligations the reduction of the outstanding principal balance of its Loans or to other amounts (other than interest (regardless of any erroneous application thereof by Agent or any Lender)interest) payable hereunder, and upon Full Payment of the Obligationsif no such principal or other amounts are then outstanding, any balance such excess or part thereof remaining shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, paid to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsBorrowers.

Maximum Interest. In no event Notwithstanding anything in this Company Note to the contrary, the Company shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Company under this Company Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Company under this Company Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Transferor under this Company Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Transferor (such Highest Lawful Rate being herein called the “interestTransferor’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Transferor (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Transferor in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Transferor on any date shall be computed at all times, or the Transferor’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Transferor would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Transferor computed at the Transferor’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Transferor in excess respect of such subsequent interest computation period shall continue to be computed at the Transferor’s Maximum Permissible Rate until the total amount of interest payable to the Transferor shall equal the total amount of interest which would have been payable to the Transferor if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event 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 Lender under this Agreement shall interestbe 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 that may be charged or collected by such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by Agent and Lenders pursuant to any Loan Documents and that are deemed interest such Lender shall under Applicable Law (“interest”) no circumstances exceed the highest rate permissible under Applicable Law (“maximum rate”). IfHighest Lawful Rate, in and any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month excess shall be credited to the maximum rate andBorrower by such Lender (or, if such consideration shall have been paid in a future monthfull, that interest rate would otherwise such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be less than paid, to such Lender for the maximum rateuse, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment forbearance and detention of the Obligations, indebtedness of the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower to such Lender hereunder shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.02, together with any other fees and expenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 12.12.

Maximum Interest. ​ (a) In no event whatsoever shall interest, interest and other charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) hereunder exceed the highest rate permissible under Applicable Law applicable law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under applicable law: (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then i) the interest rate for that month shall rates hereunder will be reduced to the maximum rate and, permitted under applicable law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if in a future month, that interest rate would otherwise be less the then remaining excess amount is greater than the maximum previously unpaid principal balance, the applicable Lender shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate, then the rate shall remain at the maximum rate until . ​ (b) If the amount of interest actually paid equals the amount any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under the Credit Documents would otherwise contravene the provisions of Section 347 of the Criminal Code (Canada), Section 8 of the Interest Act (Canada) or any successor or similar legislation (including any usury law in the U.S.), or would exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received such Lender shall apply such excess against the outstanding Loans and refund any further excess amount to the applicable Borrower. (c) If any provision of this Agreement or any other Credit Document would obligate Borrowers or a 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 any Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have accrued if it had not been limited by adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by such Lender of interest at a criminal rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shalladjustment to be effected, to the extent permitted by Applicable Law​ necessary, pay to Agent, for the account of Lenders, (a) the lesser of as follows: ​ (i) first, by reducing the amount or rate of interest that would have been charged if the maximum rate had been in effect at all times, or required to be paid to such Lender under this Section 4.06; and ​ (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute interest for purposes of the amount of interest that would have accrued had Criminal Code (Canada) or other applicable law; ​ provided that, notwithstanding the interest rate otherwise set forth in the Loan Documents been in effectforegoing, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or and after giving effect to all adjustments contemplated thereby, if any Lender has received interest receives an amount in excess of the maximum amount allowed under permitted by the Criminal Code (Canada) or other Applicable Law, then Borrowers shall be entitled, by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed received on account of, to be an amount payable by such Lender to Borrowers and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded promptly paid to Borrowers. In determining whether ​ Any amount or rate of interest referred to in this Agreement shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any excess interest has been charged Loan remains outstanding on the assumption that any charges, fees or received by Agent or any Lender, all interest at any time charged or received from Borrowers expenses that fall within the meaning of “interest” (as defined in connection with the Loan Documents 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 earlier of the date of advance and the Closing Date to the extent permitted by Applicable Lawrelevant Maturity Date, be amortizedthe Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, proratedas applicable, allocated and spread and, in equal parts throughout the full term event of a dispute, a certificate of a Fellow of the Obligations.Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the purposes of that determination. ​

Maximum Interest. In The provisions of this Security Deed and of all agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Notes or otherwise, shall interestthe amount paid, charges or other agreed to be paid ("Interest"), to Lender for the use, forbearance or retention of the money loaned under the Notes exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Lender shall ever receive anything of value deemed Interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive Interest shall be applied to the reduction of the principal balance owing under the Notes in the inverse order of its maturity (whether or not then due) or at the option of Lender be paid over to Borrower, and not to the payment of Interest. All Interest (including any amounts that are or payments judicially or otherwise under law deemed to be Interest) contracted for, charged charged, taken, reserved, paid or received by Agent and Lenders pursuant agreed to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Lender shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsNotes, including any extensions and renewals thereof until payment in full of the principal balance of the Notes so that the Interest thereon for such full term will not exceed at any time the maximum amount permitted by applicable law. This Section will control all agreements between Borrower and Lender.

Maximum Interest. In no event (a) No provision of this Agreement shall interest, charges require the payment to the Lender or other amounts that are contracted for, charged or received permit the collection by Agent and Lenders pursuant to any Loan Documents and that are deemed the Lender of interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be excess of the maximum rate and, if in a future month, that of interest rate would otherwise be less than from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to the maximum rate, then Lender Debt and binding on the rate shall remain at the Lender (such maximum rate until being the Lender's "Maximum Permissible Rate"). (b) If the amount of interest actually paid equals (computed without giving effect to this Section 1.11) payable on any Interest Payment Date in respect of the preceding interest computation period would exceed the amount of interest which would have accrued if it had not been limited by computed in respect of such period at the maximum rate. If, upon Full Payment of the ObligationsMaximum Permissible Rate, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, payable to the extent permitted by Applicable Law, pay Lender on such date in respect of such period shall be computed at the Maximum Permissible Rate. (c) If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time: (i) the amount of interest that would have been charged if payable to any Lender on any Interest Payment Date shall be computed at the maximum rate had been in effect at all times, or Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, payable to the extent permitted by Applicable LawLender computed at the Maximum Permissible Rate, then the amount of interest payable to the Lender in respect of such subsequent interest computation period shall continue to be amortized, prorated, allocated and spread in computed at the Maximum Permissible Rate until the amount of interest payable to the Lender shall equal parts throughout the full term total amount of interest which would have been payable to the ObligationsLender if the total amount of interest had been computed without giving effect to the preceding subsection (b).

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Grantor and Beneficiary at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness and the Obligations (or applicable United States federal law to the extent that it permits Beneficiary to contract for, charges 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 amount (i) contracted for, charged, taken, reserved or received pursuant to the Indebtedness and the Obligations, any of the other amounts Loan Documents or any other communication or writing by or between Grantor and Beneficiary related to the transaction or transactions that are the subject matter of the Loan Documents, (ii) contracted for, charged or received by Agent reason of Beneficiary's exercise of the option to accelerate the maturity of any Note and/or Indebtedness and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, or (iii) Grantor will have paid or Beneficiary or any Lender will have received by reason of any voluntary prepayment by Grantor of any Note and/or the total amount Indebtedness or the Obligations, then it is Grantor's and Beneficiary's express intent that all amounts charged in excess of interest actually the Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Beneficiary shall be credited on the principal balance of the Notes and/or the Indebtedness and the Obligations (or, if the Notes and all Indebtedness and the Obligations have been or would thereby be paid under in full, refunded to Grantor), and the provisions of the Notes and the other Loan Documents is less than immediately be deemed reformed and the total amount amounts thereafter collectible hereunder and thereunder reduced, without the necessity of interest that wouldthe execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for this Sectionhereunder and thereunder; provided, however, if the Notes have accrued under been paid in full before the Loan Documentsend of the stated term of the Notes, then Borrowers Grantor and Beneficiary agree that Beneficiary shall, with reasonable promptness after Beneficiary discovers or is advised by Grantor that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Grantor and/or credit such excess interest against the Notes and/or any Indebtedness or the Obligations then owing by Grantor to Beneficiary and Lenders. All sums contracted for, charged or received by Beneficiary for the use, forbearance or detention of any debt evidenced by the Notes and/or the Indebtedness or the Obligations shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, the Notes and/or the Indebtedness and the Obligations (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of the maximum rate had been Notes and/or the Indebtedness and the Obligations does not exceed the Maximum Lawful Rate from time to time in effect at all timesand applicable to the Notes and/or the Indebtedness and the Obligations for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Notes and/or the Indebtedness and the Obligations. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, or (ii) it is not the amount intention of Beneficiary to accelerate the maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. In no event Notwithstanding anything in this Loan Agreement to the contrary, the Borrower shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the outstanding principal amount of the Intercompany Loans at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Loan Agreement would exceed the Highest Lawful Rate, or if the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Loan Agreement to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Borrower under this Loan Agreement shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be refunded to the Borrower. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to the Holder or any Originator under this Loan Documents and Agreement that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Intercompany Lender or any Originator (such Highest Lawful Rate being herein called the “interestMaximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Holder (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder or any Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Holder or any Originator on any date shall be computed at all times, or the Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Holder or such Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Holder or such Originator computed at the Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent interest payable to the Holder or any Lender has received such Originator in respect of such subsequent interest in excess computation period shall continue to be computed at the Maximum Permissible Rate until the total amount of interest payable to the Holder or such Originator shall equal the total amount of interest which would have been payable to the Holder or such Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, foregoing sentence. Exhibit B-7 Purchase and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.Sale Agreement

Maximum Interest. In no event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the terms of this Agreement or pursuant to the Notes exceed the Maximum Rate, nor shall any provisions hereof be construed as a contract to pay, for the use, forbearance or detention of money with interest at a rate or in an amount in excess of the Maximum Rate. If any provisions of this Agreement or the Notes contravene any such law, such provisions shall be deemed amended to conform to such law. Notwithstanding anything to the contrary contained herein, no provision of this Agreement or the Notes shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement, the Notes or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Borrower nor the sureties, guarantors, successors or assigns of Borrower shall be obligated to pay the excess amount of such interest, charges or any other amounts that are contracted forexcess sum paid for the use, charged forbearance or received detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be deemed charged, required or permitted by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any monthcourt of competent jurisdiction, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month such excess shall be applied as a payment and reduction of the maximum rate principal of indebtedness evidenced by this Agreement and the Notes; and, if the principal amount hereof has been paid in a future monthfull, that any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest rate would otherwise be less than paid or payable exceeds the maximum rateMaximum Rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower and Agent shall, to the extent permitted by Applicable Lawapplicable law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all timescharacterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account ofeffects thereof, and shall automatically be applied to reduce(iii) amortize, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender)prorate, and upon Full Payment of the Obligationsallocate, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal or unequal parts the total amount of interest throughout the full entire contemplated term of the Obligationsindebtedness evidenced by this Agreement and the Notes so that the interest for the entire term does not exceed the Maximum Rate.

Maximum Interest. (a) In no event shall interest, charges or other amounts that are contracted for, the interest charged or received by Agent and Lenders pursuant with respect to any Loan Documents and that are deemed or any other obligations of Borrower hereunder exceed the maximum amount permitted under the Laws of the State of New York or of any other applicable jurisdiction. (b) Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest under Applicable Law payable for the account of any Lender hereunder (the “interestStated Rate”) would exceed the highest rate permissible of interest permitted under Applicable any applicable Law to be charged by such Lender (the “maximum rateMaximum Lawful Rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest rate payable for that month the account of such Lender shall be equal to the maximum rate and, if in a future monthMaximum Lawful Rate; provided, that interest rate would otherwise be less than if at any time thereafter the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Lawful Rate, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower shall, to the extent permitted by Applicable Law, continue to pay to Agent, interest for the account of Lenders, such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (abut for the operation of this provision) the lesser interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (ic) Notwithstanding the foregoing, in no event shall the total interest received by any Lender exceed the amount of interest that would which such Lender could lawfully have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued received had the interest rate otherwise set forth in been calculated for the Loan Documents been in effect, minus full term hereof at the Maximum Lawful Rate. (bd) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest hereunder in excess of the maximum amount allowed under Applicable LawMaximum Lawful Rate, such excess amount shall be deemed received on account of, and shall automatically be applied to reduce, Obligations the reduction of the principal balance of the Loans or to other amounts (other than interest (regardless of any erroneous application thereof by Agent or any Lender)interest) payable hereunder, and upon Full Payment of the Obligationsif no such principal or other amounts are then outstanding, any balance such excess or part thereof remaining shall be refunded paid to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsBorrower.

Maximum Interest. In no event Notwithstanding anything in this Subordinated Note to the contrary, the Buyer shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Originator under this Subordinated Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Originator on any date shall be computed at all times, or the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to Originator computed at the Loan Documents. If a court Originator’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Originator in excess respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the terms of this Agreement or pursuant to the Notes exceed the Maximum Rate, nor shall any provisions hereof be construed as a contract to pay for the use, forbearance or detention of money with interest at a rate or in an amount in excess of the Maximum Rate. If any provisions of this Agreement or the Notes contravene any Applicable Law, such provisions shall be deemed amended to conform to such Applicable Law. Notwithstanding anything to the contrary contained herein, no provision of this Agreement or the Notes shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement, the Notes or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Borrowers nor the sureties, guarantors, successors or assigns of Borrowers shall be obligated to pay the excess amount of such interest, charges or any other amounts that are contracted forexcess sum paid for the use, charged forbearance or received detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be deemed charged, required or permitted by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any monthcourt of competent jurisdiction, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month such excess shall be applied as a payment and reduction of the maximum rate principal of indebtedness evidenced by this Agreement and the Notes; and, if the principal amount hereof has been paid in a future monthfull, that any remaining excess shall forthwith be paid to Borrowers. In determining whether or not the interest rate would otherwise be less than paid or payable exceeds the maximum rateMaximum Rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers and Lender shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all timescharacterize any non-principal payment as an expense, fee, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effectpremium rather than as interest, minus (b) exclude voluntary prepayments and the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account ofeffects thereof, and shall automatically be applied to reduce(c) amortize, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender)prorate, and upon Full Payment of the Obligationsallocate, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal or unequal parts the total amount of interest throughout the full entire contemplated term of the Obligationsindebtedness evidenced by this Agreement and the Notes so that the interest for the entire term does not exceed the Maximum Rate.

Maximum Interest. In no event shall interestIt is the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law (or applicable United States federal law to the extent that it permits Lender to contract for, charges charge, take, reserve, or other amounts that are receive a greater amount of interest than under applicable Texas law) governing the maximum non-usurious rate or non-usurious amount of interest payable on the Note or the Obligations. If the applicable Texas law is ever judicially interpreted so as to render usurious any amount (i) contracted for, charged charged, taken, reserved or received pursuant to the Note, any other Loan Documents, or any other communication or writing by or between Borrower and Lender related to the Indebtedness or to the transaction or transactions that are the subject matter of the Loan Documents; (ii) contracted for, charged, taken, reserved, or received by Agent and Lenders pursuant reason of Lender’s exercise of the option to accelerate the maturity of the Note and/or the Obligations; or (iii) Borrower has paid or Lender has received by reason of any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed voluntary prepayment by Borrower of the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of Note and/or the Obligations, then it is Borrower’s and Lender’s intent that all amounts charged in excess of the total amount Maximum Rate shall be automatically canceled, ab initio, and all amounts in excess of interest actually the Maximum Rate that have been collected by Lender shall be credited on the principal balance of the Note and/or the Obligations (or, if the Note and all Obligations have been or would thereby be paid in full, refunded to Borrower), and that the provisions of the Note and the other Loan Documents immediately be deemed reformed to reduce the amounts thereafter collectible under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Note and other Loan Documents, without the necessity of the execution of any new document, to comply with the applicable law, but to permit the recovery of the fullest amount otherwise called for; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrowers Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against any Obligations then owing by Borrower to Lender. As a condition precedent to any claim seeking usury penalties against Lender, Borrower agrees that it shall 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 Borrower or crediting such excess interest against the Note and/or (CYPRESS/FAIRFIELD) the Obligations then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved, or received by Lender for the use, forbearance, or detention of any debt evidenced by the Note and/or the Obligations shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, the Note and/or the Obligations (aincluding all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of the maximum rate had been Note and/or the Obligations does not exceed the Maximum Rate from time to time in effect and applicable to the Note and/or the Obligations for so long as Debt is outstanding. The provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) shall not apply to the Note and/or the Obligations. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at all timesthe 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 to determine the Maximum Rate payable on any such Note and/or any other portion of the Indebtedness, Lender shall utilize the weekly ceiling from time to time in effect as provided in such Chapter 303. To the extent United States federal law permits Lender to contract for, charge, take, receive or (ii) the reserve a greater amount of interest that would have accrued had than under Texas law, Lender shall rely on United States federal law instead of such Chapter 303 for the interest rate otherwise set forth in purpose of determining the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan DocumentsMaximum Rate. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shallAdditionally, to the extent permitted by Applicable Lawapplicable law now or hereafter in effect, be amortizedLender may, proratedat its option and from time to time, allocated and spread utilize any other method of establishing the Maximum Rate under such Chapter 303 or under other applicable law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in equal parts throughout the full term of the Obligationseffect.

Maximum Interest. In no event Notwithstanding anything in this Intercompany Loan to the contrary, the Borrower shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Intercompany Loan would exceed the Highest Lawful Rate, or if the MNK Lender shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Intercompany Loan to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Borrower under this Intercompany Loan shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be refunded to the Borrower. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any the MNK Lender under this Intercompany Loan Documents and that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the MNK Lender (such Highest Lawful Rate being herein called the “interestMNK Lender’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the MNK Lender (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the MNK Lender in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect MNK Lender on any date shall be computed at all times, or the MNK Lender’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the MNK Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court MNK Lender computed at the MNK Lender’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any interest payable to the MNK Lender has received in respect of such subsequent interest in excess computation period shall continue to be computed at the MNK Lender’s Maximum Permissible Rate until the total amount of interest payable to the MNK Lender shall equal the total amount of interest which would have been payable to the MNK Lender if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. In no event 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 Lender under this Agreement shall interestbe 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 that may be charged or collected by such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under Governmental Requirements (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all consideration that constitutes interest under Governmental Requirements that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by Agent and Lenders pursuant to any Loan Documents and that are deemed interest such Lender shall under Applicable Law (“interest”) no circumstances exceed the highest rate permissible under Applicable Law (“maximum rate”). IfHighest Lawful Rate, in and any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month excess shall be credited to the maximum rate andBorrower by such Lender (or, if such consideration shall have been paid in a future monthfull, that interest rate would otherwise such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be less than paid, to such Lender for the maximum rateuse, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment forbearance and detention of the Obligations, indebtedness of the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower to such Lender hereunder shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable LawGovernmental Requirements, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.02, together with any other fees and expenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under Governmental Requirements, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 12.12.

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Borrower, charges Agent and Banks at all times to comply strictly with the applicable Texas law governing the maximum rate or other amounts amount of interest payable on the indebtedness evidenced by any Note or any Loan Document, and the Related Indebtedness (defined below) (or applicable United States federal law to the extent that are it permits Agent and Banks 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 amount (a) contracted for, charged, taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other communication or writing by or between Borrower, Agent and Banks related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Agent’s or any Bank’s exercise of the option to accelerate the maturity of any Note and/or any and all indebtedness paid or payable by Borrower to Agent or Banks pursuant to any Loan Document other than any Note (such other indebtedness being referred to in this Section as the “Related Indebtedness”), or (c) Borrower will have paid or Agent or a Bank will have received by reason of any voluntary prepayment by Borrower of any Note, then it is Borrower’s, Agent’s and Banks’ express intent that all amounts charged in excess of the Maximum Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Rate theretofore collected by Agent or Banks shall be credited on the principal balance of any Note and (or, if any Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of any Note and the other Loan Documents 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 fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such Note, then Borrower, Agent and Banks agree that Agent shall, with reasonable promptness after Agent discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to such Bank. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Agent or Banks, Borrower will provide written notice to Agent and Banks, advising Agent and Banks in reasonable detail of the nature and amount of the violation, and Agent and Banks 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 Borrower or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Agent or any Bank. All sums contracted for, charged, taken, reserved or received by Agent and Lenders pursuant to or Banks for the use, forbearance or detention of any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed debt evidenced by any Note and/or the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Related Indebtedness shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, such Note and/or the Related Indebtedness (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of any Note and/or the maximum rate had been Related Indebtedness does not exceed the Maximum Rate from time to time in effect at all timesand applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to any Note and/or any of the Related Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Agent or (ii) Banks to accelerate the amount maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. In The provisions of this Deed of Trust and of all agreements between Trustor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall interestthe amount paid, charges or other amounts that are contracted foragreed to be paid to Beneficiary for the use, charged forbearance or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest retention of the money loaned under Applicable Law the Note (“interest”"Interest") exceed the highest rate maximum amount permissible under Applicable Law (“maximum rate”)applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Trustor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever, Beneficiary shall ever receive anything of value deemed Interest by applicable law in any month, any interest rate, absent the foregoing limitation, would have exceeded excess of the maximum ratelawful amount, then the interest rate for that month an amount equal to any excessive Interest shall be applied to the maximum rate andreduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until option of Beneficiary, be paid over to Trustor, and not to the amount payment of interest actually Interest. All Interest (including any amounts or payments deemed to be Interest) paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually or agreed to be paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Beneficiary shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Trustor and Beneficiary. To the extent North Carolina Jaw is determined to govern the Note notwithstanding the choice of Jaw provision contained therein, then notwithstanding anything to the contrary contained in the Note, (i) no late fee shall be due in connection with payments due under the Note unless such payment is not made within fifteen (15) days of the date such payment is due, (ii) the late charge for such overdue payments shall be in an amount equal to four percent (4%) of the amount of such overdue payment, and (iii) late fee may not be charged more than once with respect to a single late payment.

Maximum Interest. In no event 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 Lender under this Agreement shall interestbe 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 that may be charged or collected by such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under Applicable Law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all consideration that constitutes interest under Applicable Law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by Agent and Lenders pursuant to any Loan Documents and that are deemed such Lender shall under no circumstances exceed the maximum amount of interest under allowed by Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“such maximum rate”). If, in any month, any lawful interest rate, absent if any, with respect to such Lender herein called the foregoing limitation“Highest Lawful Rate”), would have exceeded the maximum rate, then the interest rate for that month and any excess shall be credited to the maximum rate andBorrower by such Lender (or, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate such consideration shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been paid in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Lawfull, such excess shall promptly refunded to the Borrower); (c) all sums paid, or agreed to be deemed received on account ofpaid, to such Lender for the use, forbearance and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment detention of the Obligations, any balance shall be refunded indebtedness of the Borrower to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents such Lender hereunder shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2, together with any other fees and expenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under Applicable Law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 10.18.

Maximum Interest. In no event 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 Lender under this Agreement shall interestbe 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 that may be charged or collected by such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by Agent and Lenders pursuant to any Loan Documents and that are deemed interest such Lender shall under Applicable Law (“interest”) no circumstances exceed the highest rate permissible under Applicable Law maximum amount of interest allowed by applicable law (“such maximum rate”). If, in any month, any lawful interest rate, absent if any, with respect to such Lender herein called the foregoing limitation“Highest Lawful Rate”), would have exceeded the maximum rate, then the interest rate for that month and any excess shall be credited to the maximum rate andBorrower by such Lender (or, if such consideration shall have been paid in a future monthfull, that interest rate would otherwise such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be less than paid, to such Lender for the maximum rateuse, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment forbearance and detention of the Obligations, indebtedness of the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower to such Lender hereunder shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.3, together with any other fees and expenses payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 10.18.

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable New York law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any Note or any Loan Document, charges and the Related Indebtedness (as hereinafter defined) (or other amounts applicable United States federal law to the extent that are it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under New York law). If the applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged charged, taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by Agent reason of Lender’s exercise of the option to accelerate the maturity of any Note and/or any and Lenders all indebtedness paid or payable by Borrower to Lender pursuant to any Loan Documents and that are deemed interest under Applicable Law Document other than any Note (such other indebtedness being referred to in this Section as the “interest”) exceed the highest rate permissible under Applicable Law (“maximum rateRelated Indebtedness”). If, in or (c) Borrower will have paid or Lender will have received by reason of any month, prepayment by Borrower of any interest rate, absent the foregoing limitation, would have exceeded the maximum rateNote or Related Indebtedness, then it is Borrower’s and Lender’s express intent that all amounts charged in excess of the interest rate for that month Maximum Rate shall be automatically canceled, ab initio, and all amounts in excess of the maximum rate andMaximum Rate theretofore collected by Lender shall be credited on the principal balance of any Note and/or the Related Indebtedness (or, if any Note and the Related Indebtedness have been or would thereby be paid in a future monthfull, refunded to Borrower), and the provisions of any Note and the other Loan Documents 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 fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest rate would otherwise was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim or counterclaim (in which event such proceeding shall be less than abated for such time period) seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the maximum rate, then the rate shall remain at the maximum rate until 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 actually paid equals to Borrower or crediting such excess interest against the amount Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or detention of interest which would have accrued if it had not been limited any debt evidenced by any Note and/or the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Related Indebtedness shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, such Note and/or the Related Indebtedness (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of any Note and/or the maximum rate had been Related Indebtedness does not exceed the Maximum Rate from time to time in effect at all timesand applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, or (ii) it is not the amount intention of Lender to accelerate the maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. (a) In no event shall interest, charges or other amounts that are contracted for, the interest charged or received by Agent and Lenders pursuant with respect to any Loan Documents and that are deemed or any other obligations of Borrower hereunder exceed the maximum amount permitted under the Laws of the State of New York or of any other applicable jurisdiction. (b) Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest under Applicable Law payable for the account of any Lender hereunder (the “interestStated Rate”) would exceed the highest rate permissible of interest permitted under Applicable any applicable Law to be charged by such Lender (the “maximum rateMaximum Lawful Rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest rate payable for that month the account of such Lender shall be equal to the maximum rate and, Maximum Lawful Rate; provided that if in a future month, that interest rate would otherwise be less than at any time thereafter the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Lawful Rate, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower shall, to the extent permitted by Applicable Law, continue to pay to Agent, interest for the account of Lenders, such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest that such Lender would have received had the Stated Rate been (abut for the operation of this provision) the lesser interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (ic) In no event shall the total interest received by any Lender exceed the amount of interest that would such Lender could lawfully have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued received had the interest rate otherwise set forth in been calculated for the Loan Documents been in effect, minus full term hereof at the Maximum Lawful Rate. (bd) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest hereunder in excess of the maximum amount allowed under Applicable LawMaximum Lawful Rate, such excess amount shall be deemed received on account of, and shall automatically be applied to reduce, Obligations the reduction of the principal balance of the Loans or to other amounts (other than interest (regardless of any erroneous application thereof by Agent or any Lender)interest) payable hereunder, and upon Full Payment of the Obligationsif no such principal or other amounts are then outstanding, any balance such excess or part thereof remaining shall be refunded paid to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsBorrower.

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Borrowers and Additional Borrowers and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the indebtedness evidenced by the Note or any other Loan Document (or applicable United States federal law to the extent that it permits Lender to contract for, charges charge, take, reserve or other amounts that are receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged charged, taken, reserved or received pursuant to the Note, any of the other Loan Documents or any other communication or writing by or between Borrowers and Additional Borrowers and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by Agent reason of Lender's exercise of the option to accelerate the maturity of the Note and/or any and Lenders all indebtedness paid or payable by Borrowers and Additional Borrowers to Lender pursuant to any Loan Documents Document other than the Note, or (c) Borrowers or Additional Borrowers will have paid or Lender will have received by reason of any prepayment by Borrowers and that are deemed interest under Applicable Law (“interest”) exceed Additional Borrowers of the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rateNote, then it is Borrowers and Additional Borrowers' and Lender's express intent that all amounts charged in excess of the interest rate for that month Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts in excess of the maximum rate andMaximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in a future monthfull, that interest rate would otherwise be less than refunded to Borrower), and the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment provisions of the Obligations, Note and the total amount of interest actually paid under the other Loan Documents is less than shall immediately be deemed reformed and the total amount amounts thereafter collectible hereunder and thereunder reduced, without the necessity of interest that wouldthe execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for this Sectionhereunder and thereunder; provided, have accrued under however, if the Loan DocumentsNote has been paid in full before the end of the stated term of the Note, then Borrowers and Additional Borrowers and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrowers and Additional Borrowers and/or credit such excess interest against the Note then owing by Borrowers and Additional Borrowers to Lender. Borrowers and Additional Borrowers hereby agree that as a condition precedent to any claim or counterclaim (in which event such proceeding shall be abated for such time period) seeking usury penalties against Lender, Borrowers and Additional 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 and Additional Borrowers or crediting such excess interest against the Note to which the alleged violation relates. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or detention of any debt evidenced by the Note shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial 18 7435458 v3 (78055.00044.000) method, throughout the stated term of Lenders, the Note (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of the maximum rate had been Note does not exceed the Maximum Lawful Rate from time to time in effect at all timesand applicable to the Note for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code which regulates certain revolving credit loan accounts and revolving triparty accounts apply to the Note. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, or (ii) it is not the amount intention of Lender to accelerate the maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligation any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in a future monthfull, that any remaining excess shall forthwith be paid to Borrower or the applicable Qualified Borrower. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, Borrower and Lenders shall, to the maximum rateextent permitted under applicable law: ( a) characterize any nonprincipal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligation so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligation is paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) Lenders shall refund to Borrower or the lesser of (i) applicable Qualified Borrower the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligation and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsMaximum Rate.

Maximum Interest. In no event Notwithstanding anything in this RPSA Subordinated Note to the contrary, the Buyer shall interestnever be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charges charged or other amounts received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this RPSA Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this RPSA Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this RPSA Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this RPSA Subordinated Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and the Originator under this RPSA Subordinated Note that are deemed interest under Applicable Law made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “interestOriginator’s Maximum Permissible Rate”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Originator (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Originator on any date shall be computed at all times, or the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Originator would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court Originator computed at the Originator’s Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any Lender has received interest payable to the Originator in excess respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsforegoing sentence.

Maximum Interest. (a) In no event shall interest, charges or other amounts that are contracted for, the interest charged or received by Agent and Lenders pursuant with respect to any Loan Documents or any other obligations of Borrower hereunder exceed the maximum amount permitted under the Laws of the State of New York or of any other applicable jurisdiction. *Certain portions of these exhibits have been redacted and that are deemed separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. (b) Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest under Applicable Law payable for the account of any Lender hereunder (the “interestStated Rate”) would exceed the highest rate permissible of interest permitted under Applicable any applicable Law to be charged by such Lender (the “maximum rateMaximum Lawful Rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest rate payable for that month the account of such Lender shall be equal to the maximum rate and, Maximum Lawful Rate; provided that if in a future month, that interest rate would otherwise be less than at any time thereafter the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Lawful Rate, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower shall, to the extent permitted by Applicable Law, continue to pay to Agent, interest for the account of Lenders, such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest that such Lender would have received had the Stated Rate been (abut for the operation of this provision) the lesser interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (ic) In no event shall the total interest received by any Lender exceed the amount of interest that would such Lender could lawfully have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued received had the interest rate otherwise set forth in been calculated for the Loan Documents been in effect, minus full term hereof at the Maximum Lawful Rate. (bd) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest hereunder in excess of the maximum amount allowed under Applicable LawMaximum Lawful Rate, such excess amount shall be deemed received on account of, and shall automatically be applied to reduce, Obligations the reduction of the principal balance of the Loans or to other amounts (other than interest (regardless of any erroneous application thereof by Agent or any Lender)interest) payable hereunder, and upon Full Payment of the Obligationsif no such principal or other amounts are then outstanding, any balance such excess or part thereof remaining shall be refunded paid to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsBorrower.

Maximum Interest. In no event (a) No provision of this Agreement or any Revolving Note shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant require the payment to any Loan Documents and that are deemed Lender or permit the collection by any Lender of interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be excess of the maximum rate and, if permitted by applicable law (the "Maximum Lawful Rate"). (b) If the amount of interest computed without giving effect to this Sect ion 2.18 and payable on any interest payment date in a future month, that respect of the preceding interest rate computation period would otherwise be less than exceed the maximum rate, then the rate shall remain amount of interest computed in respect of such period at the maximum rate until of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to any Lender (such maximum rate being such Lender's "Maximum Permissible Rate"), the amount of interest actually paid equals the amount payable to such Lender on such date in respect of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, such period shall be computed at such Lender's Maximum Permissible Rate. (c) If at any time and from time to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to any Lender on any interest payment date shall be computed at such Lender's Maximum Permissible Rate pursuant to the maximum rate had been in effect at all times, or preceding paragraph (b) and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to such Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to such Lender computed at such Lender's Maximum Permissible Rate, then the Loan Documents. If a court amount of competent jurisdiction determines that Agent or any interest payable to such Lender has received in respect of such subsequent interest in excess computation period shall continue to be computed at such Lender's Maximum Permissible Rate until the amount of interest payable to such Lender shall equal the maximum total amount allowed under Applicable Law, of interest which would have been payable to such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than Lender if the total amount of interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has had been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, computed without giving effect to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationspreceding paragraph (b).

Maximum Interest. In no event shall interestNotwithstanding any other provision herein, the aggregate interest rate charged or agreed to be paid with respect to any of the Obligations, including all charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are fees in connection therewith deemed in the nature of interest under Applicable Law (“interest”) shall not exceed the highest rate permissible under Applicable Law (“maximum rate”)Highest Lawful Rate. If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the aggregate outstanding amount of the Loans made hereunder shall remain bear interest at the maximum rate Highest Lawful Rate until the total amount of interest actually paid due hereunder equals the amount of interest which that would have accrued been due hereunder if it the stated rates of interest set forth in this Agreement had not at all times been limited by in effect. In addition, if when the maximum rate. If, upon Loans made hereunder are Paid in Full Payment of the Obligations, the total amount of interest actually paid under due hereunder (taking into account the Loan Documents increase provided for above) is less than the total amount of interest that would, but for would have been due hereunder if the stated rates of interest set forth in this Section, have accrued under the Loan DocumentsAgreement had at all times been in effect, then to the extent permitted by law, Borrowers shallshall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest that would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and each of the Credit Parties to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the 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 aggregate outstanding amount of the Loans made hereunder or be refunded to each of the applicable Credit Parties. 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, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest characterize any payment that would have been charged if the maximum rate had been in effect at all timesis not principal as an expense, fee, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effectpremium rather than interest, minus (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the Obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, all agreements which either now are or which shall become agreements among Borrowers, Guarantors, Administrative Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest actually paid under and other charges exceed the Loan Documentsapplicable limits imposed by any applicable usury laws. If a court any payments in the nature of competent jurisdiction determines that Agent interest, additional interest and other charges made under this Agreement or any Lender has received interest other Loan Document are held to be in excess of the maximum limits imposed by any applicable usury laws, it is agreed that any such amount allowed under Applicable Law, such held to be in excess shall be deemed received on account ofconsidered payment of principal hereunder, and the Debt evidenced hereby shall automatically be applied reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers, Guarantors, Administrative Agent and Lenders. If the applicable state or federal law is amended in the future to reduceallow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, Obligations other than then the limitation of interest (regardless hereunder shall be increased to the maximum rate of any erroneous application thereof interest allowed by Agent applicable state or any Lender)federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and upon Full Payment of the Obligations, any balance all interest charges owing to Lenders by reason thereof shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers payable in connection accordance with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsthis Agreement.

Maximum Interest. In no event (a) No provision of this Agreement shall interest, charges require the payment to the Lender or other amounts that are contracted for, charged or received permit the collection by Agent and Lenders pursuant to any Loan Documents and that are deemed the Lender of interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be excess of the maximum rate and, if in a future month, that of interest rate would otherwise be less than from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to the maximum rate, then Lender Debt and binding on the rate shall remain at the Lender (such maximum rate until being the Lender's "Maximum Permissible Rate"). (b) If the amount of interest actually paid equals (computed without giving effect to this Section 1.11) payable on the first Business Day of each Month in respect of the preceding interest computation period would exceed the amount of interest which would have accrued if it had not been limited by computed in respect of such period at the maximum rate. If, upon Full Payment of the ObligationsMaximum Permissible Rate, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, payable to the extent permitted by Applicable Law, pay Lender on such date in respect of such period shall be computed at the Maximum Permissible Rate. (c) If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time: (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Lender on the first Business Day of each Month shall be computed at all times, or the Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, payable to the extent permitted by Applicable LawLender computed at the Maximum Permissible Rate, then the amount of interest payable to the Lender in respect of such subsequent interest computation period shall continue to be amortized, prorated, allocated and spread in computed at the Maximum Permissible Rate until the amount of interest payable to the Lender shall equal parts throughout the full term total amount of interest which would have been payable to the ObligationsLender if the total amount of interest had been computed without giving effect to the preceding subsection (b).

Maximum Interest. In no event (a) Anything in this Agreement or the Bank Note to the contrary notwithstanding, the Authority shall interestnever be required to pay unearned interest on any Advance or the Bank Note and shall never be required to pay interest on any Advance or the Bank Note at a rate in excess of the maximum nonusurious interest rate that may, charges under applicable federal law and applicable state law (including specifically Chapter 1204, Texas Government Code, as amended), be contracted for, charged or other amounts received under such laws (such maximum non-usurious interest rate being the “Highest Lawful Rate”), and if the effective rate of interest which would otherwise be payable under this Agreement and the Bank Note would exceed the Highest Lawful Rate, or if the Bank shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Authority on any Advance under this Agreement and the Bank Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Authority on any Advance under this Agreement and the Bank Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Authority or any interest paid by the Authority in excess of the Highest Lawful Rate shall, at the option of the Bank, be either refunded to the Authority or credited on the principal of the applicable Advance and the Bank Note. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent the Bank on any Advance under the Bank Note, or under this Agreement, are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Bank, and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallmade, to the extent permitted by Applicable Lawusury laws applicable to the Bank (now or hereafter enacted), pay by amortizing, prorating and spreading in equal parts during the period of the full stated term of the applicable Advances, evidenced by the Bank Note, all interest at any time contracted for, charged or received by the Bank in connection therewith. If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time (i) the amount of interest that would have been charged if payable to the maximum rate had been in effect Bank on any date shall be computed at all times, or the Highest Lawful Rate pursuant to this Section 3.4 and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Bank would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of Bank computed at the maximum amount allowed under Applicable LawHighest Lawful Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, then to the extent permitted by Applicable Lawlaw the amount of interest payable to the Bank in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Bank shall equal the total amount of interest which would have been payable to the Bank if the total amount of interest had been computed without giving effect to this Section 3.4 and shall continue to be payable, but in no event beyond the Maximum Maturity Date until the Bank has been paid in full for all such amounts. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Authority and the Bank shall, to the maximum extent permitted under usury laws applicable to the Bank (now or hereafter enacted), (i) characterize any non-principal payment as an expense, fee or premium rather than as interest and (ii) exclude voluntary prepayments and effects thereof. Notwithstanding anything to the contrary contained herein, if any fee or interest payable hereunder is calculated on a basis other than a year of 365 or 366 days (as the case may be), and if such calculation would result in usurious rate, then such fees and interest shall be amortizedcalculated on a per annum basis of a year of 365 or 366 days, proratedas the case may be. (b) Chapter 346, allocated Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and spread in equal parts throughout revolving tri-party accounts) shall not apply to this Agreement or the full term of the ObligationsBank Note.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligations any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in a future monthfull, that any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Lenders shall, to the maximum rateextent permitted under applicable Law: (a) characterize any non-principal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) Lenders shall refund to the lesser of (i) applicable Borrower Party the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Applicable Maximum Rate. As used herein, the term “applicable Law, such excess ” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the Law in effect as of the ObligationsClosing Date; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in Law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new Law as of the Obligationsits effective date.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to BorrowersBorrower. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers Borrower in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.

Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law ("maximum rate"). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In no event shall interest, charges or other amounts that are determining whether the interest contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded or a Lender exceeds the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shallsuch Person may, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the lesser effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. Without limiting the generality of this Section 3.10, if any provision of any of the Loan Documents would obligate Canadian Borrowers or any other Canadian Obligor to make any payment of Interest with respect to the Canadian Obligations or in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the receipt of Interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates 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 the applicable recipient of Interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest that would have been charged if required to be paid to the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the applicable recipient which would constitute Interest with respect to the Canadian Obligations for purposes of Section 347 of the Criminal Code (Canada). If a court of competent jurisdiction determines that Agent or any Lender has Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received interest an amount in excess of the maximum permitted by that Section of the Criminal Code (Canada), then Canadian Borrowers shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount allowed under Applicable Lawequal to such excess, and pending such reimbursement, such excess amount shall be deemed received to be an amount payable by the applicable recipient to Canadian Borrowers. Any amount or rate of interest with respect to the Canadian Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolver Loans to Canadian Borrowers remains outstanding on account ofthe assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and shall automatically otherwise be applied prorated over the period from the Closing Date to reduce, Obligations other than interest (regardless the date of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Canadian Obligations, any balance and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with conclusive for the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term purposes of the Obligationssuch determination.

Maximum Interest. (a) In no event shall interestthe interest charged with respect to the Notes or any other obligations of the Company under the Financing Documents exceed the maximum amount permitted under the laws of the State of Georgia or of any other applicable jurisdiction. (b) Notwithstanding anything to the contrary herein or elsewhere, charges if at any time the rate of interest payable for the account of any Lender hereunder or under any Note or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law Financing Document (“interest”the "STATED RATE") would exceed the highest rate permissible of interest permitted under Applicable Law any applicable law to be charged by such Lender (“maximum rate”the "MAXIMUM LAWFUL RATE"). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest rate payable for that month the account of such Lender shall be equal to the maximum rate and, if in a future monthMaximum Lawful Rate; provided, that interest rate would otherwise be less than if at any time thereafter the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Lawful Rate, but for this Section, have accrued under the Loan Documents, then Borrowers Company shall, to the extent permitted by Applicable Lawlaw, continue to pay to Agent, interest for the account of Lenders, such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (abut for the operation of this provision) the lesser interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (ic) In no event shall the total interest received by any Lender exceed the amount of interest that would which such Lender could lawfully have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender. (d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate otherwise set forth equal to the Maximum Lawful Rate divided by the number of days in the Loan Documents been year in effect, minus which such calculation is made. (be) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest hereunder in excess of the maximum amount allowed under Applicable LawMaximum Lawful Rate with respect to such Lender, such excess amount shall be deemed received on account of, and shall automatically be applied to reduce, Obligations the reduction of the principal balance of its Loans or to other amounts (other than interest (regardless of any erroneous application thereof by Agent or any Lender)interest) payable hereunder, and upon Full Payment of the Obligationsif no such principal or other amounts are then outstanding, any balance such excess or part thereof remaining shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, paid to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the ObligationsCompany.

Maximum Interest. In no event (a) No provision of this Agreement shall interest, charges require the payment to the Lender or other amounts that are contracted for, charged or received permit the collection by Agent and Lenders pursuant to any Loan Documents and that are deemed the Lender of interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be excess of the maximum rate and, if in a future month, that of interest rate would otherwise be less than from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to the maximum rate, then Lender Debt and binding on the rate shall remain at the Lender (such maximum rate until being the Lender's "MAXIMUM PERMISSIBLE RATE"). (b) If the amount of interest actually paid equals (computed without giving effect to this Section 1.11) payable on any Interest Payment Date in respect of the preceding interest computation period would exceed the amount of interest which would have accrued if it had not been limited by computed in respect of such period at the maximum rate. If, upon Full Payment of the ObligationsMaximum Permissible Rate, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, payable to the extent permitted by Applicable Law, pay Lender on such date in respect of such period shall be computed at the Maximum Permissible Rate. (c) If at any time and from time to Agent, for the account of Lenders, (a) the lesser of time: (i) the amount of interest that would have been charged if payable to any Lender on any Interest Payment Date shall be computed at the maximum rate had been in effect at all times, or Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to the Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, payable to the extent permitted by Applicable LawLender computed at the Maximum Permissible Rate, then the amount of interest payable to the Lender in respect of such subsequent interest computation period shall continue to be amortized, prorated, allocated and spread in computed at the Maximum Permissible Rate until the amount of interest payable to the Lender shall equal parts throughout the full term total amount of interest which would have been payable to the ObligationsLender if the total amount of interest had been computed without giving effect to the preceding subsection (b).

Maximum Interest. In no event 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 the Administrative Agent and each Lender under this Agreement shall interestbe 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 the Administrative Agent or such Lender limiting rates of interest which may be charged or collected by the Administrative Agent or such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to the Administrative Agent or a Lender then, in that are event, notwithstanding anything to the contrary in this Agreement, 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, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by the Administrative Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”), and Lenders any excess shall be credited to the Borrower by the Administrative Agent or such Lender (or, if such consideration shall have been paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be paid, to the Administrative Agent or such Lender for the use, forbearance and detention of the Indebtedness of the Borrower to the Administrative Agent or such Lender hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 4.1 together with any other fees payable pursuant to this Agreement and the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifapplicable law, in any month, any interest rate, absent the foregoing limitation, exceeds that amount which would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain accrued at the maximum rate until Highest Lawful Rate, the amount of interest actually paid and any such fees to accrue to the Administrative Agent or such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Administrative Agent or such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued to the Administrative Agent or such Lender if it a varying rate per annum equal to the interest provided pursuant to Section 3.2 had not at all times been limited by in effect, plus the maximum rateamount of fees which would have been received but for the effect of this Section. If, upon Full Payment For purposes of Section 303.201 of the ObligationsTexas Finance Code, as amended, to the extent, if any, applicable to the Administrative Agent or a Lender, the total amount of interest actually paid under Borrower agrees that the Loan Documents is less than Highest Lawful Rate shall be the total amount of interest that would, but for this “indicated (weekly) rate ceiling” as defined in said Section, have accrued under provided that the Loan Documents, then Borrowers shallAdministrative Agent or such Lender may also rely, to the extent permitted by Applicable Lawapplicable laws, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount on alternative maximum rates of interest that would have been charged if under other laws applicable to the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Administrative Agent or any such Lender has received interest in excess if greater. Chapter 346 of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest Texas Finance Code (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.which regulates

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”"INTEREST") exceed the highest rate permissible under Applicable Law (“maximum rate”"MAXIMUM RATE"). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus MINUS (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.

Maximum Interest. In no event 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 Lender under this Agreement shall interestbe 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, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 4.11 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by Agent and Lenders pursuant to any Loan Documents and that are deemed interest such Lender shall under Applicable Law (“interest”) no circumstances exceed the highest rate permissible under Applicable Law maximum amount of interest allowed by applicable law (“such maximum rate”). If, in any month, any lawful interest rate, absent if any, with respect to such Lender herein called the foregoing limitation"Highest Lawful Rate"), would have exceeded the maximum rate, then the interest rate for that month and any excess shall be credited to the maximum rate andBorrower by such Lender (or, if such consideration shall have been paid in a future monthfull, that interest rate would otherwise such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be less than paid, to such Lender for the maximum rateuse, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment forbearance and detention of the Obligations, indebtedness of the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower to such Lender hereunder shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of such indebtedness until payment in full so that the Obligationsactual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2 together with any other fees payable pursuant to this Agreement and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this Section 4.11.

Maximum Interest. In no event Notwithstanding any provision to the contrary contained herein or in any other Loan Instrument, Lenders shall interest, charges not collect a rate of interest on any obligation or other amounts that are contracted for, charged or received liability due and owing by Agent and Borrower to Lenders pursuant to any Loan Documents and that are deemed in excess of the maximum contract rate of interest under Applicable Law permitted by applicable law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”"EXCESS INTEREST"). IfLenders and Borrower agrees that the interest laws of the State of Arizona govern the relationship among them, but in the event of a final adjudication to the contrary, Borrower shall be obligated to pay, nunc pro tunc, to Lenders only such interest as then shall be permitted by the laws of the state found to govern the contract relationship among Lenders and Borrower. If any month, Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Loan Agreement or any interest rate, absent the foregoing limitation, would have exceeded the maximum rateother Loan Instrument, then the interest rate for that month in such event (i) neither Borrower nor any of its Subsidiaries shall be obligated to pay such Excess Interest, (ii) any Excess Interest collected by Lenders shall be, at Lenders' option, (A) applied to the Principal Balance or to accrued and unpaid interest not in excess of the maximum rate andpermitted by applicable law or (B) refunded to the payor thereof, if in a future month(iii) the interest rates provided for herein (collectively, that interest rate would otherwise the "STATED RATE") shall be less than the maximum rate, then the rate shall remain at automatically reduced to the maximum rate until allowed from time to time under applicable law (the amount "MAXIMUM RATE") and this Loan Agreement and the other Loan Instruments, as applicable, shall be deemed to have been, and shall be, modified to reflect such reduction, and (iv) neither Borrower nor any of interest actually paid equals the amount of interest which would its Subsidiaries shall have accrued if it had not been limited by the maximum rate. If, upon Full Payment any action against Lenders for any damages arising out of the Obligationspayment or collection of such Excess Interest; provided, however, that if at any time thereafter the total amount of interest actually paid under the Loan Documents Stated Rate is less than the total amount of interest that wouldMaximum Rate, but for this Section, have accrued under the Loan Documents, then Borrowers Borrower shall, to the extent permitted by Applicable Lawlaw, continue to pay interest at the Maximum Rate until such time as the total interest received by Lenders is equal to Agent, the total interest which Lenders would have received had the Stated Rate been (but for the account operation of Lenders, (athis provision) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in payable. Thereafter, the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess rate payable shall be deemed received on account ofthe Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate, and in which event the provisions contained in this subsection 2.2.3 shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsagain apply.

Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this SectionSection 3.10, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment payment in full, in cash of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. SECTION 4. LOAN ADMINISTRATION

Maximum Interest. In The provisions of this Mortgage and of all agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall interestthe amount paid, charges or other amounts that are contracted foragreed to be paid ("Interest") to Mortgagee for the use, charged forbearance or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest retention of the money loaned under Applicable Law (“interest”) the Note exceed the highest rate maximum amount permissible under Applicable Law (“maximum rate”)applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Mortgagor and Mortgagee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever, Mortgagee shall ever receive anything of value deemed Interest by applicable law in any month, any interest rate, absent the foregoing limitation, would have exceeded excess of the maximum ratelawful amount, then the interest rate for that month an amount equal to any excessive Interest shall be applied to the maximum rate andreduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until option of Mortgagee, be paid over to Mortgagor, and not to the amount payment of interest actually Interest. All Interest (including any amounts or payments deemed to be Interest) paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually or agreed to be paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Mortgagee shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Mortgagor and Mortgagee.

Maximum Interest. In no event shall interest, charges or The provisions of this Agreement and of all other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that are deemed interest in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid ("Interest"), to Lender for the use, forbearance or retention of the money loaned under Applicable Law (“interest”) the Note exceed the highest rate maximum amount permissible under Applicable Law (“maximum rate”)applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the obligation to be performed or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever, Lender shall ever receive anything of value deemed Interest by applicable law in any month, any interest rate, absent the foregoing limitation, would have exceeded excess of the maximum ratelawful amount, then the interest rate for that month an amount equal to any excessive Interest shall be applied to the maximum rate andreduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until option of Lender, be paid over to Borrower, and not to the amount payment of interest actually Interest. All Interest (including any amounts or payments deemed to be Interest) paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually or agreed to be paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers to Lender shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term period until payment in full of the Obligationsprincipal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Borrower and Lender.

Maximum Interest. In no event 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 Lender and the Issuer under this Agreement shall interestbe 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 or the Issuer limiting rates of interest which may be charged or collected by such Lender or the Issuer. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to a Lender or the Issuer then, in that are event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 4.11 shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by Agent such Lender or the Issuer shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender or the Issuer herein called the "Highest Lawful Rate"), and Lenders any excess shall be credited to the Borrower by such Lender or the Issuer (or, if such consideration shall have been paid in full, such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be paid, to such Lender or the Issuer for the use, forbearance and detention of the indebtedness of the Borrower to such Lender or the Issuer hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.2 together with any Loan Documents other fees payable pursuant to this Agreement and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifapplicable law, in any month, any interest rate, absent the foregoing limitation, exceeds that amount which would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain accrued at the maximum rate until Highest Lawful Rate, the amount of interest actually paid and any such fees to accrue to such Lender or the Issuer pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender or the Issuer pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued to such Lender or the Issuer if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, a varying rate per annum equal to the extent permitted by Applicable Law, pay interest provided pursuant to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate Section 3.2 had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents times been in effect, minus (b) plus the amount of interest actually paid under fees which would have been received but for the Loan Documents. If a court effect of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationsthis Section 4.11.

Maximum Interest. In no event shall interestIt is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Note or the Related Indebtedness (or applicable United States federal law to the extent that it permits Lender to contract for, charges 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 amount (i) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other amounts Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (ii) contracted for, charged or received by Agent reason of Lender's exercise of the option to accelerate the maturity of the Note and/or the Related Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of any voluntary prepayment by Borrower of the Note and/or the Related Indebtedness, then it is Borrower's and Lenders pursuant Lender's 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 Lender shall be credited on the principal balance of the Note and/or the Related Indebtedness (or, if the Note and all Related Indebtedness have been or would thereby be paid in full, refunded to Borrower), and the provisions of the Note and the other 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 comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against the Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any Loan Documents claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and that are deemed interest under Applicable Law amount of the violation, and Lender shall have sixty (“interest”60) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, days after receipt of such notice in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate andwhich to correct such usury violation, if in a future monthany, that by either refunding such excess interest rate would otherwise be less than to Borrower or crediting such excess interest against the maximum rateNote and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, then charged or received by Lender for the rate shall remain at the maximum rate until the amount use, forbearance or detention of interest actually paid equals the amount of interest which would have accrued if it had not been limited any debt evidenced by the maximum rate. If, upon Full Payment of Note and/or the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers Related Indebtedness shall, to the extent permitted by Applicable Lawapplicable law, pay to Agentbe amortized or spread, for using the account actuarial method, throughout the stated term of Lenders, the Note and/or the Related Indebtedness (aincluding any and all renewal and extension periods) until payment in full so that the lesser of (i) the rate or amount of interest that would have been charged if on account of the maximum rate had been Note and/or the Related Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect at all timesand applicable to the Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Note and/or the Related Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, or (ii) it is not the amount intention of Lender to accelerate the maturity of any interest that would have has not accrued had at the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount time of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent such acceleration or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all collect unearned interest at any the time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationssuch acceleration.

Maximum Interest. In no event Regardless of any provision contained in any of the Loan Documents, Lenders shall interestnever be entitled to receive, charges collect or other amounts that are contracted forapply as interest on the Obligation any amount in excess of the Maximum Rate, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifand, in the event that Lenders ever receive, collect or apply as interest any monthsuch excess, any the amount which would be excessive interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in a future monthfull, that any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest rate would otherwise be less than paid or payable under any specific contingency exceeds the Maximum Rate, each Loan Party and Lenders shall, to the maximum rateextent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, then fee or premium rather than as interest; (b) exclude voluntary prepayments and the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. Ifeffects thereof; and (c) amortize, upon Full Payment of the Obligationsprorate, allocate and spread, in equal parts, the total amount of interest actually throughout the entire contemplated term of the Obligation so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligation is paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, and performed in full prior to the extent permitted by Applicable Lawend of the full contemplated term thereof, pay to Agent, and if the interest received for the account actual period of Lendersexistence thereof exceeds the Maximum Rate, (a) Lenders shall refund to the lesser of (i) Borrower the amount of interest that would have been charged if the maximum rate had been in effect at all times, such excess or (ii) credit the amount of interest that would have accrued had such excess against the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the principal amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent Obligation and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or any Lender has received receiving interest in excess of the maximum amount allowed under Applicable LawMaximum Rate. As used herein, such excess the term “applicable law” shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment mean the law in effect as of the Obligationsdate hereof; provided, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lenderhowever, all interest at any time charged or received from Borrowers that in connection with the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall, to the extent permitted shall be governed by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term such new law as of the Obligationsits effective date.

Maximum Interest. In no event (a) No provision of this Agreement shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant require the payment to any Loan Documents and that are deemed Lender or permit the collection by any Lender of interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be excess of the maximum rate and, if in a future month, that of interest rate would otherwise be less than from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable to the maximum rate, then the rate shall remain at the Lender Debt and binding on such Lender (such maximum rate until being such Lender’s “Maximum Permissible Rate”). (b) If the amount of interest actually paid equals (computed without giving effect to this Section 1.11) payable on the first Business Day of each Month in respect of the preceding interest computation period would exceed the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment computed in respect of the Obligationssuch period at a Lender’s Maximum Permissible Rate, the total amount of interest actually paid under the Loan Documents is less than the total amount payable to such Lender on such date in respect of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, such period shall be computed at such Lender’s Maximum Permissible Rate. (c) If at any time and from time to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of time: (i) the amount of interest that would have been charged if payable to a Lender on the maximum rate had been in effect first Business Day of each Month shall be computed at all times, or the Maximum Permissible Rate pursuant to the preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest that otherwise payable to such Lender would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) be less than the amount of interest actually paid under payable to such Lender computed at the Loan Documents. If a court Maximum Permissible Rate, then the amount of competent jurisdiction determines that Agent or any interest payable to such Lender has received in respect of such subsequent interest in excess computation period shall continue to be computed at the Maximum Permissible Rate until the amount of interest payable to such Lender shall equal the maximum total amount allowed under Applicable Law, of interest which would have been payable to such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than Lender if the total amount of interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has had been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, computed without giving effect to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligationspreceding subsection (b).

Maximum Interest. In no event 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 the Administrative Agent and each Lender under this Agreement shall interestbe 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 the Administrative Agent or such Lender limiting rates of interest which may be charged or collected by the Administrative Agent or such Lender. Accordingly, charges if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other amounts jurisdiction whose laws may be mandatorily applicable) with respect to the Administrative Agent or a Lender then, in that are event, notwithstanding anything to the contrary in this Agreement, 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, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by the Administrative Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”), and Lenders any excess shall be credited to the Borrower by the Administrative Agent or such Lender (or, if such consideration shall have been paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be paid, to the Administrative Agent or such Lender for the use, forbearance and detention of the Indebtedness of the Borrower to the Administrative Agent or such Lender hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 4.1 together with any other fees payable pursuant to this Agreement and the other Loan Documents and that are deemed interest under Applicable Law (“interest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). Ifapplicable law, in any month, any interest rate, absent the foregoing limitation, exceeds that amount which would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain accrued at the maximum rate until Highest Lawful Rate, the amount of interest actually paid and any such fees to accrue to the Administrative Agent or such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Administrative Agent or such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon Full Payment of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay Administrative Agent or such Lender if a varying rate per annum equal to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate provided pursuant to Section 3.2 had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to Borrowers. In determining whether any excess interest has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.