Common use of Maximum Interest Clause in Contracts

Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall 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 exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative 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 applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by the Administrative Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to the Administrative 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Borrower or all Borrowers Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.1 shall be deemed to be incorporated into every each of the other Loan Document Documents (whether or not any provision of this Section 3.1 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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall 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 applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every each of the other Loan Document Documents (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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.10 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Administrative Agent and Lenders or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Administrative Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Administrative Agent or any Lender, all Interest interest at any time contracted for, charged or received from any Borrower or all Borrowers Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (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. Regardless The interest rate(s) charged under this Mortgage, the other Indenture Documents and other evidences of any provision contained in the Note Obligations may vary from time to time. For purposes of enforcing this Mortgage, if any of the Loan Documentsterms or provisions of this Mortgage, any other Indenture Documents or other evidences of the Note Obligations are susceptible of being construed as binding or obligating Grantor or any other Persons or concerns obligated, either primarily, secondarily or conditionally, for the payment of any debt, whether or not secured hereby, under any circumstances or contingencies whatsoever, to pay interest or loan charges in no contingency excess of the maximum amounts permitted by applicable law from time to time, it is agreed that, for purposes of enforcing this Mortgage, such terms or event whatsoever provisions are a mistake in calculation or wording and, notwithstanding the same, it is expressly agreed that, for purposes of enforcing this Mortgage, neither Grantor, nor any other Person or concern obligated in any manner on any such indebtedness, shall the aggregate of all amounts that are contracted for, charged ever be required or received by Agent and Lenders pursuant to obligated under the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreementsMortgage, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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, pay 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”) loan charges in excess of the Maximum Rate and in no event shall Borrowers be obligated maximum amounts permitted by applicable law from time to pay Interest exceeding such Maximum Ratetime, and all agreementsif, conditions for any reason whatsoever, the interest or stipulationsloan charges paid on the indebtedness secured by this Mortgage shall exceed the maximum amounts permitted by applicable law from time to time, if anythen, which may in any event or contingency whatsoever operate to bindfor purposes of enforcing this Mortgage, obligate or compel Borrowers to pay Interest exceeding the Maximum Rate holder(s) of this Mortgage receiving such excess shall be without binding force or effect, either (at law or in equity, the option of such holder(s)) refund to the extent only payor or credit against the principal of the excess indebtedness evidenced thereby such portion of Interest over such Maximum Rate. If any Interest is charged or received in excess of interest and loan charges as may be necessary to cause the Maximum Rate (“Excess”), each Borrower acknowledges interest and stipulates that any such charge or receipt shall be loan charges paid on the result of an accident and bona fide errorindebtedness secured hereby to equal the maximum amounts permitted by applicable law from time to time, 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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 2.10more.

Maximum Interest. Regardless of any provision contained in this ---------------- Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Note or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with any of the Loan Documents this Agreement 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 Borrower and Lenders Bank 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 the Note and each 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. Regardless The invalidity, or unenforceability in particular circumstances, of any provisions of this Deed of Trust shall not extend beyond such provision contained in such circumstances and no other provision of this Deed of Trust shall be affected thereby. It is the intention of the parties hereto to comply with the applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary in the Note or any instrument evidencing the Indebtedness, or in this Deed of Trust or any of the Loan Documentsdocuments or instruments securing payment of the Indebtedness or otherwise relating thereto, in no contingency or event whatsoever shall the aggregate Note or such documents require the payment or permit the collection of interest in excess of the maximum amount permitted by such laws. If any such excess interest is contracted for, charged or received, under the Note or any instrument evidencing the Indebtedness, or under this Deed of Trust or under the terms of any of the other documents securing payment of the Indebtedness or otherwise relating thereto, or in the event the maturity of any of the Indebtedness is accelerated in whole or in part, or in the event that all amounts or part of the principal or interest of the Indebtedness shall be prepaid, so that are under any of such circumstances, the amount of interest contracted for, charged or received by Agent and Lenders pursuant to under the terms of this Agreement Note or any of instruments evidencing the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the ObligationsIndebtedness, or the exercise under this Deed of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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 Trust or under any of the other Loan Documents, whether at maturity instruments securing payment of the Indebtedness or by prepaymentotherwise relating thereto, shall exceed the maximum amount of interest permitted by the applicable usury laws, then in any such event (a) the provisions of this paragraph shall govern and control, (b) neither Grantors nor any other person or entity now or hereafter liable for the payment of the Note or any instrument evidencing the Indebtedness shall be subject obligated to any rebate pay the amount of unearned Interest as and such interest to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest it is in excess of the Maximum Ratemaximum amount of interest permitted by the applicable usury laws, (c) any such excess that may have been collected shall be either applied as a credit against the then unpaid principal amount of the Indebtedness or refunded to Grantors, at the holder's option, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction thereof. For It is further agreed that without limitation of the purpose foregoing, all calculations of determining whether or not any Excess has been the rate of interest contracted for, charged or received by Agent under the Note, or any Lenderinstrument evidencing the Indebtedness, or under this Deed of Trust or under such other documents that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by the applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loans evidenced by the Note or the instruments evidencing the Indebtedness, all Interest interest at any time contracted for, charged or received from any Grantors or all Borrowers otherwise by the holder or holders hereof 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 2.10loans.

Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall 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 applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every each of the other Loan Document Documents (whether or not any provision of this Section 3.11 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. Regardless The provisions of any provision contained in any this Agreement and of the Loan Documentsall 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 shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent and Lenders pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Notes or any portion otherwise, shall the amount paid, or agreed to be paid, regardless of how denominated (herein "Interest"), to Lender for or in respect of the Obligationsuse, forbearance or retention of the exercise money loaned under the Notes exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any or all Borrowers of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit 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 the occurrence of fulfilled shall be reduced to such limit, and if, from any contingency circumstance whatsoever, Lender shall entitle Agent or any Lender to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall Borrowers be obligated maximum lawful amount, an amount equal to pay any excessive 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 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 reduction of the principal Obligations and balance owing under 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 applicable Note in the event inverse order 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 its 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted forthen due) or at the option of Lender be paid over to Borrower, charged or received and not to the payment of Interest. To the fullest extent permitted by Agent or any Lenderapplicable law, all Interest at (including any time contracted for, charged amounts or received from any payments deemed to be Interest) paid or all Borrowers in connection with any of the Loan Documents agreed to be paid to Lender 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 Obligations. Borrowers, Agent and Lenders shall, to principal balance of the applicable Note so that the Interest thereon for such full period will not exceed the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This Section will control all agreements between Borrower 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 2.10Lender.

Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative 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 applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest interest or deemed interest is charged or received in excess of the Maximum Interest Rate (such excess amount, the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by the Administrative Agent or any Lender shall be first, applied to the extent receivedpayment of then outstanding and unpaid principal hereunder; second, shall be applied first to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to the Administrative 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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.applicable

Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall 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 exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or in any of the other Loan Documents Financing Documents, or the any Matured Default, or any exercise by the Agent of the right to accelerate the payment or of the maturity of all or any portion of the Obligationsprincipal and interest, or the to exercise of any option whatsoever whatsoever, contained in this Agreement or any of the Loan other Financing Documents, or the prepayment by any or all Borrowers of any of the Obligations, or the occurrence arising of any contingency whatsoever, shall entitle the Agent or any Lender to charge or receive collect, in any event, interest or any chargesexceeding the Highest Lawful Rate, 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 the Borrower be obligated to pay Interest interest exceeding such Maximum the Highest Lawful Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers the Borrower to pay Interest a rate of interest exceeding the Maximum Rate Highest Lawful Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest interest over such Maximum Highest Lawful Rate. If In the event any Interest interest is charged or received in excess of the Maximum Highest Lawful Rate (“"Excess”"), each the Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident accidental and bona fide error, and such ExcessExcess shall be, to the extent receivedfirst, shall be applied first to reduce the principal Obligations and the balanceof any Liabilities due, if anyand, second, returned to Borrowersthe Borrower, it being the intent intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. The right to accelerate Borrower and 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 both recognize that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, Base Rate and the Maximum LIBOR 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, each the Borrower covenants that (ia) the credit or return of any Excess shall constitute the acceptance by such the Borrower of such Excess, Excess and (iib) no the Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent the Agent, any Issuer, the Swing Line Lender or any Lenderthe Lenders based, based in whole or in part part, upon contracting for, the charging or receiving of any Interest interest in excess of the Maximum Highest Lawful Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent the Agent, any Issuer, the Swing Line Lender or any Lenderthe Lenders (as the case may be), all Interest interest at any time contracted for, charged or received from any by the Agent, the Issuers, the Swing Line Lender or all Borrowers the Lenders in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, Liabilities shall be amortized, prorated, allocated and spread in equal parts throughout during the full entire 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 2.10Agreement.

Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall 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 exceed the highest rate permissible under any Applicable LawLaw (including, to the extent applicable, 18 U.S.C. § 85). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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 acknowledges and stipulates Borrowers stipulate 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 2.1.1 of this Agreement3.1.1, 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no such Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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 3.11 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 2.103.11.

Maximum Interest. Regardless It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, notwithstanding any provision contained to the contrary in this Agreement, or in any of contract, instrument or document evidencing or securing the Loan Documentspayment hereof or otherwise relating hereto (each, a “Related Document”), in no contingency or event whatsoever shall 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 Related Document require the payment or permit the payment, taking, reserving, receiving, collection or charging of the other Loan Documents and that are deemed any sums constituting interest under Applicable Law applicable laws that exceed the highest rate permissible under maximum amount of interest permitted by such laws, as the same may be amended or modified from time to time (the “Maximum Rate”). If any Applicable Law. No agreementssuch excess interest is called for, conditionscontracted for, provisions charged, taken, reserved or stipulations contained received in connection with this Agreement or any Related Document, or in any communication by the Agent, the Lenders or any other Person to Borrower or any other Person, or in the event that all or part of the principal or interest hereof or thereof shall be prepaid or accelerated, so that under any of such circumstances or under any other Loan Documents circumstance whatsoever the amount of interest contracted for, charged, taken, reserved or received on the exercise by Agent amount of principal actually outstanding from time to time under this Agreement or Related Document shall exceed the Maximum Rate, then in such event it is agreed that: (i) the provisions of this paragraph shall govern and control; (ii) neither Borrower nor any other person or entity now or hereafter liable for the payment of the right to accelerate the payment or the maturity of all Obligations under this Agreement or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, Related Document 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 the amount of 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, interest to the extent only of the excess of Interest over such Maximum Rate. If any Interest it 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether ; (iii) any such excess interest which is or not any Excess has been contracted for, charged or received by Agent the Lenders shall be credited against the then unpaid principal balance hereof or thereof, or if the Obligations or any LenderRelated Document has been or would be paid in full by such credit, refunded to Borrower; (iv) all Interest at any time contracted forsums paid, charged or received from any or all Borrowers in connection with any agreed to be paid, to the Agent for the benefit of the Loan Documents Lenders for the use, forbearance and detention of the amounts owed under this Agreement by Borrower hereunder 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 including all prior and Lenders shallsubsequent renewals and extensions, owed under this Agreement and the Related Documents until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (v) the provisions of this Agreement and each Related Document, and any other communication to Borrower, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the maximum Maximum Rate. The right to accelerate the maturity of the Obligations or any Related Document does not include the right to accelerate, collect or charge unearned interest, but only such interest that has otherwise accrued as of the date of acceleration. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, reserved or received in connection with this Agreement and any Related Document which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made to the extent permitted by applicable laws by amortizing, prorating, allocating and spreading during the period of the full term of this Agreement or such Related Document, including all prior and subsequent renewals and extensions hereof or thereof, all interest at any time contracted for, charged, taken, reserved or received by any Lender. To the extent that the interest rate laws of the State of Texas are applicable to this Agreement, any Note or any other Loan Document, the applicable interest rate ceiling is the indicated (weekly) ceiling determined in accordance with Chapter 303 of the Texas Finance Code, as amended, and, to the extent that any Obligation under Applicable Lawthis Agreement, (i) characterize any non-principal payment Note or any other Loan Document is deemed an open end account as an expensesuch term is defined in Chapter 302 of the Texas Finance Code, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and amended, the effects thereofAgent retains the right to modify the interest rate in accordance with applicable law. The provisions terms of this Section 2.10 paragraph 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 2.10each Related Document.

Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall 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 exceed the highest rate permissible under any Applicable LawLaw (including, to the extent applicable, 12 U.S.C.Section85). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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 acknowledges and stipulates Borrowers stipulate 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 2.1.1 of this Agreement3.1.1, 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no such Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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 3.11 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 2.103.11.

Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.5 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (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. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Secured Note or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Lender of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Obligors of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive in any eventreceive, or to require Obligors to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Obligors to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Lender, shall at the option of Lender, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipObligors. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Lender. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower Obligor of such Excess, and (ii) no Borrower each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any 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 Obligor in connection with any of the Loan Documents this Agreement 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 Each Obligor and Lenders 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 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 the Secured Note and each 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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. 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.Section

Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder or under the Revolving Credit Note and charged or received by Agent and Lenders collected pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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, pursuant 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 (“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 Revolving Credit Note exceed the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid nor shall any provisions hereof be construed as a contract to Agent pay, for the use, forbearance or any Lender hereunder or under any detention of the other Loan Documents, whether money with interest 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole a rate or in part upon contracting for, charging or receiving any Interest an amount in excess of the Maximum Rate. For If any provisions of this Agreement or the purpose Revolving Credit Note 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 Revolving Credit Note 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 Revolving Credit Note or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and no Borrower nor the sureties, guarantors, successors or assigns of any Borrower shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or 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 any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of Indebtedness evidenced by this Agreement and the Revolving Credit Note; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Borrowers. In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any or all Borrowers in connection with any of the Loan Documents and Lender 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 fee, or premium rather than as Interest and interest, (ii) exclude voluntary prepayments and the effects thereof. The provisions , and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated Term 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 Agreement and communications relating to any Interest owed by any or all Borrowers and all figures set forth therein shall, the Revolving Credit Note so that the interest for the sole purpose of computing entire Term does not exceed 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 2.10Maximum Rate.

Maximum Interest. Regardless of any provision contained in this ---------------- Agreement or any of the Loan other DIP Financing Documents, in no contingency or event whatsoever shall 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 DIP Financing Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan DIP Financing Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan DIP Financing Documents, or the prepayment by any or all Borrowers 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 Borrowers 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 Borrowers Borrower to pay Interest exceeding the Maximum Rate 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 (“"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 BorrowersBorrower, 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 interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do not intend to collect any unearned Interest 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 DIP Financing Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any 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 Borrower in connection with any of the Loan DIP 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. BorrowersBorrower, 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 DIP Financing Document (whether or not any provision of this Section is referred to therein). All such Loan DIP Financing Documents and communications relating to any Interest owed by any or all Borrowers Borrower, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by BorrowersBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10.

Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall 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 Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (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. Regardless Borrower, Administrative Agent and Lenders hereby agree and stipulate that the only charges imposed upon Borrower for the use of any provision contained money in any connection with this Agreement are and shall be the interest described in Section 2.4(a) and (b) and the original issue discount withheld on the advance of the Loans pursuant to Section 2.1(a). Borrower, Administrative Agent and Lenders further agree and stipulate that all closing fees, facility fees, unused fees, underwriting fees, default charges, funding or “breakage” charges, increased cost charges, and reimbursement for Expenses paid by Administrative Agent or any Lender are charges to compensate Administrative Agent or such Lender for underwriting and administrative services and costs or losses performed or incurred by Administrative Agent or such Lender in connection with this Agreement and the other Loan DocumentsDocuments and shall under no circumstances be deemed to be charges for the use of money. Further, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Administrative Agent and Lenders or any Lender pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents and that are deemed interest under Applicable Law Document exceed the highest rate permissible under any Applicable Lawapplicable law that a court of competent jurisdiction shall, in a final determination, deem applicable hereto. No agreements, conditions, provisions All interest paid or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right agreed to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 equitypaid shall, to the extent only permitted by applicable law, be amortized, prorated, allocated and spread throughout the entire period from the Closing Date until payment in full of the excess principal of Interest over the Obligations (including the period of any renewal or extension thereof) so that the interest for such Maximum Ratefull period shall not exceed the maximum amount permitted by applicable law. If any Interest interest is charged or received in excess of the Maximum Rate (“Excess”)maximum rate allowable under applicable law, each Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessexcess, to the extent received, shall be applied first first, to reduce the outstanding principal Obligations balance of the Loans and second, to pay any Expenses owing and the balance, if any, returned to BorrowersBorrower, it being the intent of the parties hereto not to enter into a usurious or otherwise other 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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 2.6 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section 2.6 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. Regardless of Notwithstanding anything in this Company Note to the contrary, the Company shall never be required to pay unearned interest on any provision contained amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in any excess of the Loan Documentsmaximum nonusurious interest rate that may be contracted for, in no contingency charged or event whatsoever 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 bybe payable under this Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall the aggregate of all amounts 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 terms of this Agreement Servicer or any of the other Loan Documents and Originator under this Company Note that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Servicer or not any Excess Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the OriginatorServicer and the Originators (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been contracted for, charged or received by Agent or any Lender, outstanding hereunder all Interest interest at any time contracted for, charged or received from by the Servicer or any or all Borrowers Originator in connection with herewith. If at any of the Loan Documents shall, time and from time 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, time (i) characterize the amount of interest payable to the Servicer or any non-principal payment as an expense, fee or premium rather than as Interest Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) exclude voluntary prepayments and in respect of any subsequent interest computation period the effects thereof. The provisions amount of this Section 2.10 interest otherwise payable to the Servicer or any Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Servicer or such Originator in respect of such subsequent interest computation period shall be deemed continue to be incorporated into every Loan Document (whether computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Servicer or not any provision such Originator shall equal the total amount of this Section is referred interest which would have been payable to therein). All the Servicer or such Loan Documents and communications relating to any Interest owed by any or all Borrowers and all figures set forth therein shall, for Originator if the sole purpose total amount of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give interest had been computed without giving effect to the adjustments or credits required by this Section 2.10provisions of the foregoing sentence.

Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative 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 applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers the Borrower or any Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), the Borrower and each Borrower Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by the Administrative Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to the Administrative 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all Interest interest at any time contracted for, charged or received from the Borrower or any or all Borrowers Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.1 shall be deemed to be incorporated into every each of the other Loan Document Documents (whether or not any provision of this Section 3.1 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. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders pursuant to the terms of this National Beef Packing Company Credit Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. 78 No agreements, conditions, provisions or stipulations contained in this Agreement or in any of the other Loan Documents Financing Documents, or the any Matured Default, or any exercise by the Agent of the right to accelerate the payment or of the maturity of all or any portion of the Obligationsprincipal and interest, or the to exercise of any option whatsoever whatsoever, contained in this Agreement or any of the Loan other Financing Documents, or the prepayment by any or all Borrowers of any of the Obligations, or the occurrence arising of any contingency whatsoever, shall entitle the Agent or any Lender to charge or receive collect, in any event, interest or any chargesexceeding the Highest Lawful Rate, 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 the Borrower be obligated to pay Interest interest exceeding such Maximum the Highest Lawful Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers the Borrower to pay Interest a rate of interest exceeding the Maximum Rate Highest Lawful Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest interest over such Maximum Highest Lawful Rate. If In the event any Interest interest is charged or received in excess of the Maximum Highest Lawful Rate (“"Excess”"), each the Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident accidental and bona fide error, and such ExcessExcess shall be, to the extent receivedfirst, shall be applied first to reduce the principal Obligations and the balanceof any Liabilities due, if anyand, second, returned to Borrowersthe Borrower, it being the intent intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. The right to accelerate Borrower and 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 both recognize that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, Base Rate and the Maximum LIBOR 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, each the Borrower covenants that (ia) the credit or return of any Excess shall constitute the acceptance by such the Borrower of such Excess, Excess and (iib) no the Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent the Agent, any Issuer, the Swing Line Lender or any Lenderthe Lenders based, based in whole or in part part, upon contracting for, the charging or receiving of any Interest interest in excess of the Maximum Highest Lawful Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent the Agent, any Issuer, the Swing Line Lender or any Lenderthe Lenders (as the case may be), all Interest interest at any time contracted for, charged or received from any by the Agent, the Issuers, the Swing Line Lender or all Borrowers the Lenders in connection with any of the Loan Documents shall, to the extent permitted by Applicable Law, Liabilities shall be amortized, prorated, allocated and spread in equal parts throughout during the full entire 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 2.10Agreement.

Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Note or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with any of the Loan Documents this Agreement 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 Borrower and Lenders Bank 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 the Note and each 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. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrowers to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel require Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants Borrowers covenant that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower Borrowers of such Excess, and (ii) no Borrower Borrowers shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers in connection with any of the Loan Documents this Agreement 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 Borrowers and Lenders Bank 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 the Notes and each 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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall 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 applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower acknowledges and stipulates that any such charge Excess received by Agent or receipt any Lender shall be the result of an accident and bona fide errorapplied, and such Excessfirst, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every each of the other Loan Document Documents (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. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Note or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with any of the Loan Documents this Agreement 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 Borrower and Lenders Bank 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 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 the Note and each 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. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Note(s) or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with any of the Loan Documents this Agreement 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 Borrower and Lenders Bank shall, to the maximum extent permitted under Applicable Law, 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 the Note(s) and each 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. Regardless of any provision contained in any of the Loan Documents, in In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder and charged or received by Agent and Lenders collected pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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 nor shall any provisions hereof be construed as a contract to Agent pay for the use, forbearance or any Lender hereunder or under any detention of the other Loan Documents, whether money with interest 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole a rate or in part upon contracting for, charging or receiving any Interest an amount in excess of the Maximum Rate. For If any provisions of this Agreement contravene any Applicable Law, such provisions shall be deemed amended to conform to such Applicable Law. Notwithstanding anything to the purpose contrary contained herein, no provision of this Agreement 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 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 either Borrower shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or 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 any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Agreement; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Borrowers. In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by Agent or any Lender, all 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 Obligations1. Borrowers, Agent and Lenders shall, to the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee fee, or premium rather than as Interest and (ii) interest, 1. exclude voluntary prepayments and the effects thereof, and 1. The provisions amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by 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, Agreement so that the interest for the sole purpose of computing entire term does not exceed 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 2.10Maximum Rate.

Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in no contingency or event whatsoever shall 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 exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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 AgreementAgreement or in the Term Note, 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Lenders of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Lenders to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Lenders, shall at the option of Lenders, promptly either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Lenders. All monies paid to Agent or any Lender Lenders hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderLenders, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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. Regardless of any provision contained in this Agreement or any of the other Loan DocumentsDocument, in no contingency or event whatsoever shall 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 of the other Loan Documents Document and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Lawapplicable law, which a court of competent jurisdiction shall, in a final determination, deem applicable hereto or thereto. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or nor the exercise by Agent Lender of the right to accelerate the payment or nor the maturity of all or any portion of the Obligations, or Obligations nor the exercise of any option whatsoever contained in any of the Loan Documents, or nor the prepayment by any or all Borrowers Borrower of any of the Obligations, or nor the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive receive, in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate maximum rate allowable under applicable law and in no event shall Borrowers any Obligor be obligated to pay Interest exceeding such Maximum Ratemaximum rate, and all agreements, conditions conditions, or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers any Obligor to pay Interest exceeding the Maximum Rate 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 Ratemaximum rate. If any Interest is charged or received in excess of the Maximum Rate maximum rate allowable under applicable law (“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 BorrowersBorrower, it being the intent of the parties hereto not to enter into a usurious or otherwise other 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 Lender does 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with 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. 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. Regardless of any provision (a) Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 of the other Loan Documents Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable LawMaximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents Financing Agreements, or any Event of Default, or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in this Agreement or any of the Loan Documentsother Financing Agreements, or the prepayment by any or all Borrowers of any of the Obligations, or the occurrence of any event or contingency whatsoever, shall entitle Agent or any Lender to contract for, 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”) applicable law in excess of the Maximum Rate and in Interest Rate. In no event shall Borrowers be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest exceeding such Maximum Rate, and all . 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 interest or such amounts which are deemed to constitute interest in amounts which exceed the Maximum Interest Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest interest or such amounts which are deemed to constitute interest over such Maximum Interest Rate. If . (b) In the event any Interest is charged or received in excess of the Maximum Interest 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 Excessthat any Excess received by Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, 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 interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do Lender does not intend to collect any unearned Interest 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, Agreement and the Maximum Interest Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. applicable law. (c) By the execution of this Agreement, each Borrower covenants agrees that (i) the credit or return of any Excess shall constitute the acceptance by such each Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest interest or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. (d) Each Borrower and Lender shall, to the maximum extent permitted under Applicable Lawapplicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest interest and (ii) exclude voluntary prepayments and the effects thereof. . (e) The provisions of this Section 2.10 3.4 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (whether or not any provision of this Section is referred to therein). All such Loan Documents Each of the Financing Agreements and communications relating to any Interest interest owed by any or all Borrowers Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by Borrowerssuch Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10Section.

Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with any of the Loan Documents this Agreement 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 Borrower and Lenders Bank shall, to the maximum extent permitted under Applicable Law, 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 the Notes and each 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. Regardless of any provision contained in any of ---------------- the Loan Documents, in no contingency or event whatsoever shall 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 of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 Borrowers 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 Borrowers Borrower to pay Interest exceeding the Maximum Rate 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 (“"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 BorrowersBorrower, 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 interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do Lender does not intend to collect any unearned Interest 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 3.1.1 of this Agreement, 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any 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 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. Borrowers, Agent Borrower and Lenders 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 2.10 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 Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by BorrowersBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.103.6.

Maximum Interest. Regardless of any provision contained in any of the DIP Loan Documents, in no contingency or event whatsoever shall 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 DIP Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other DIP Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the DIP Loan Documents, or the prepayment by any or all Borrowers 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 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 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 DIP 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any or all Borrowers in connection with any of the DIP 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 DIP 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. Regardless The Borrower and the Lender hereby agree and stipulate that the only charges imposed upon the Borrower for the use of any provision contained money in connection with this Agreement are and shall be the specific interest described in Section 2.2 and in any other Loan Document. Notwithstanding the foregoing, the Borrower and the Lender further agree and stipulate that all Fees, the Default Rate, funding or “breakage” charges or make-whole amounts, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Lender to third parties or for damages incurred by the Lender are charges to compensate the Lender for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of the Loan Documents, in money pursuant to any applicable Regulations. In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders the Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law applicable Regulations exceed the highest rate permissible under any Applicable Law. No agreementsapplicable Regulations that a court of competent jurisdiction shall, conditionsin a final determination, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 only of the excess of Interest over such Maximum Ratedeem applicable hereto. If any Interest interest is charged or received in excess of the Maximum Rate maximum rate allowable under applicable Regulations (the “Excess”), each the 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 outstanding principal amount of the Obligations and the balance, if any, returned to Borrowersthe Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise other 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all 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 2.4(g) shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section 2.4(g) 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. Regardless of any provision (a) Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 of the other Loan Documents Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable LawMaximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents Financing Agreements, or any Event of Default, or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in this Agreement or any of the Loan Documentsother Financing Agreements, or the prepayment by any or all Borrowers Borrower of any of the Obligations, or the occurrence of any event or contingency whatsoever, shall entitle Agent or any Lender to contract for, 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”) applicable law in excess of the Maximum Rate and in Interest Rate. In no event shall Borrowers Borrower be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest exceeding such Maximum Rate, and all . All agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers Borrower to pay Interest exceeding interest or such amounts which are deemed to constitute interest in amounts which exceed the Maximum Interest Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest interest or such amounts which are deemed to constitute interest over such Maximum Interest Rate. If . (b) In the event any Interest is charged or received in excess of the Maximum Interest 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 Excessthat any Excess received by Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to BorrowersBorrower, 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 interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do Lender does not intend to collect any unearned Interest 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 3.1 of this Agreement, Agreement and the Maximum Interest Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. applicable law. (c) By the execution of this Agreement, each Borrower covenants agrees that (iA) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (iiB) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest interest or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. (d) Borrower and Lender shall, to the maximum extent permitted under Applicable Lawapplicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest interest and (ii) exclude voluntary prepayments and the effects thereof. . (e) The provisions of this Section 2.10 3.5 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (whether or not any provision of this Section is referred to therein). All such Loan Documents Each of the Financing Agreements and communications relating to any Interest interest owed by any or all Borrowers Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by BorrowersBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10Section.

Maximum Interest. Regardless It is the intention of the parties hereto to conform strictly to applicable interest, usury and criminal laws and, anything herein to the contrary notwithstanding, the obligations of the Company to a U.S. Lender or any Agent under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such U.S. Lender or Agent limiting rates of interest which may be charged or collected by such U.S. Lender or Agent. Accordingly, if the transactions contemplated hereby would be illegal, unenforceable, usurious or criminal under laws applicable to a U.S. Lender or Agent (including the laws of any provision contained in any of the Loan Documents, in no contingency jurisdiction whose laws may be mandatorily applicable to such U.S. Lender or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders pursuant notwithstanding anything to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained contrary in this Agreement or any other U.S. Loan Document but subject to Section 3.8 hereof) then, in that event, notwithstanding anything to the contrary in this Agreement or any other U.S. Loan Document, it is agreed as follows: (a) the provisions of this Section 3.2 shall govern and control; (b) the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity aggregate of all or any portion of the Obligationsconsideration which constitutes interest under applicable law that is contracted for, or the exercise of any option whatsoever contained in any of the Loan Documentstaken, or the prepayment by any or all Borrowers of any of the Obligationsreserved, 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 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 under 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 aforesaid agreements 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any or all Borrowers otherwise in connection with this Agreement by such U.S. Lender or Agent shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to each U.S. Lender and the Agent herein called the "Highest Lawful Rate"), and any excess shall be cancelled automatically and if theretofore paid shall be credited to the Company by such U.S. Lender or Agent (or, if such consideration shall have been paid in full, such excess refunded to the Company); (c) all sums paid, or agreed to be paid, to such U.S. Lender or Agent for the use, forbearance and detention of the indebtedness of the Company to such U.S. Lender or Agent hereunder or under any U.S. Loan Documents Document 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, laws applicable 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.U.S. Lender

Maximum Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall 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 applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. 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 interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every each of the other Loan Document Documents (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. Regardless of any provision (i) Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 of the other Loan Documents Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable LawMaximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents Financing Agreements, or any Event of Default, or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in this Agreement or any of the Loan Documentsother Financing Agreements, or the prepayment by any or all Borrowers Borrower of any of the Obligations, or the occurrence of any event or contingency whatsoever, shall entitle Agent or any Lender to contract for, 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”) applicable law in excess of the Maximum Rate and in Interest Rate. In no event shall Borrowers Borrower be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest exceeding such Maximum Rate, and all . All agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers Borrower to pay Interest exceeding interest or such amounts which are deemed to constitute interest in amounts which exceed the Maximum Interest Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest interest or such amounts which are deemed to constitute interest over such Maximum Interest Rate. If . (ii) In the event any Interest is charged or received in excess of the Maximum Interest 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 Excessthat any Excess received by Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to BorrowersBorrower, 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 interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do Lender does not intend to collect any unearned Interest 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 3.1 of this Agreement, Agreement and the Maximum Interest Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. applicable law. (iii) By the execution of this Agreement, each Borrower covenants agrees that (iA) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (iiB) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest interest or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. (iv) Borrower and Lender shall, to the maximum extent permitted under Applicable Lawapplicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest interest and (ii) exclude voluntary prepayments and the effects thereof. . (v) The provisions of this Section 2.10 3.6 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (whether or not any provision of this Section is referred to therein). All such Loan Documents Each of the Financing Agreements and communications relating to any Interest interest owed by any or all Borrowers Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by BorrowersBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10Section.

Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan other DIP Financing Documents, in no contingency or event whatsoever shall 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 of the other Loan DIP Financing Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan DIP Financing Documents or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan DIP Financing Documents, or the prepayment by any or all Borrowers 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 Borrowers 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 Borrowers Borrower to pay Interest exceeding the Maximum Rate 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 (“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 BorrowersBorrower, 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 interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do Lender does not intend to collect any unearned Interest 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 DIP Financing Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any 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 Borrower in connection with any of the Loan DIP 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. Borrowers, Agent Borrower and Lenders 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 2.10 2.6 shall be deemed to be incorporated into every Loan DIP Financing Document (whether or not any provision of this Section is referred to therein). All such Loan DIP Financing Documents and communications relating to any Interest owed by any or all Borrowers Borrower, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by BorrowersBorrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.102.6.

Maximum Interest. Regardless of any provision contained in any of the Loan Documents, in In no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder and charged or received by Agent and Lenders collected pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers 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 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 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 nor shall any provisions hereof be construed as a contract to Agent pay, for the use, forbearance or any Lender hereunder or under any detention of the other Loan Documents, whether money with interest 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole a rate or in part upon contracting for, charging or receiving any Interest an amount in excess of the Maximum Rate. For If any provisions of this Agreement contravene any such law, such provisions shall be deemed amended to conform to such law. Notwithstanding anything to the purpose contrary contained herein, no provision of this Agreement 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 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, or any other excess sum paid for the use, forbearance or 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 any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Agreement; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any or all Borrowers in connection with any of the Loan Documents Borrower 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 Lawapplicable law, (i) characterize any non-principal payment as an expense, fee fee, or premium rather than as Interest and interest, (ii) exclude voluntary prepayments and the effects thereof. The provisions , and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by 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, Agreement so that the interest for the sole purpose of computing entire term does not exceed 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 2.10Maximum Rate.

Maximum Interest. Regardless of any provision contained in any of the Loan DocumentsDocument, in no contingency or event whatsoever shall 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 of the other Loan Documents Document and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Lawapplicable law (the "Maximum Rate"). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, Obligations or the exercise of any other option whatsoever contained in any of the Loan Documents, or the prepayment by any or all Borrowers Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive receive, in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “"Interest”") in excess of the Maximum Rate Rate, and in no event Obligor shall Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions conditions, or stipulations, if any, which that may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers any Obligor to pay Interest exceeding the Maximum Rate 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 (“"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 balancebe, if anyat Borrower's option, returned to BorrowersBorrower forthwith or credited as a payment of principal, but shall not be applied to the payment of interest applied, it being the intent of the parties hereto not to enter into a usurious or otherwise other illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do Lender does not intend to collect any unearned Interest 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with 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. 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. Regardless of any provision contained in this Agreement or any of the Loan other DIP Financing Documents, in no contingency or event whatsoever shall 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 of the other Loan DIP Financing Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan DIP Financing Documents or the exercise by Agent Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan DIP Financing Documents, or the prepayment by any or all Borrowers 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 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 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 Borrowers acknowledge and stipulates stipulate 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 interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do Lender does not intend to collect any unearned Interest interest in the event of any such acceleration. Each Borrower recognizes Borrowers recognize that, with fluctuations in the rates of interest set forth in Section 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 DIP Financing Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants Borrowers covenant that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower Borrowers of such Excess, and (ii) no Borrower Borrowers shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any 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 DIP 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. Borrowers, Agent Borrowers and Lenders 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 2.10 SECTION 2.6 shall be deemed to be incorporated into every Loan DIP Financing Document (whether or not any provision of this Section is referred to therein). All such Loan DIP Financing Documents and communications relating to any Interest owed by any or all Borrowers 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 2.10SECTION 2.6.

Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Laws, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law Laws (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable LawLaws. By the execution of this Agreement, each Borrower covenants that (ia) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (iib) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with any of the Loan Documents this Agreement shall, to the extent permitted by Applicable LawLaws, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. Borrowers, Agent Borrower and Lenders Bank shall, to the maximum extent permitted under Applicable LawLaws, (ia) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (iib) exclude voluntary prepayments and the effects thereof. The provisions of this Section 2.10 shall be deemed to be incorporated into every the Notes and each 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. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or any of the Loan Documentsother Financing Agreements, in no contingency or event whatsoever shall 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 Financing Agreements and that are deemed interest under Applicable Law applicable law exceed the highest rate permissible under any Applicable Law. No agreementsMaximum Interest Rate (including, conditionsto the extent applicable, the provisions or stipulations contained in this Agreement or any of Section 5197 of the other Loan Documents or the exercise by Agent Revised Statutes of the right to accelerate the payment or the maturity United States of all or any portion of the ObligationsAmerica as amended, or the exercise of any option whatsoever contained in any of the Loan Documents12 U.S.C. Section 85, or the prepayment by any or all Borrowers 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 amended). In no event shall Borrowers any Borrower or Guarantor be obligated to pay Interest exceeding interest or such Maximum Rate, and all agreements, conditions or stipulations, if any, amounts as may be deemed interest under applicable law in amounts which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding exceed the Maximum Rate 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 In the event any Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excessthat any Excess received by Agent or any Lender shall be applied, first, to the extent received, shall be applied first payment of the then outstanding and unpaid principal hereunder; second to reduce the principal payment of the other Obligations then outstanding and the balance, if anyunpaid; and third, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious such Borrower 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 occurGuarantor. All monies paid to Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rateapplicable law. For the purpose of determining whether or not any 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 Borrower or all Borrowers Guarantor in connection with this Agreement or any of the Loan Documents other Financing Agreements shall, to the extent permitted by Applicable Lawapplicable law, be amortized, prorated, allocated and spread in equal parts throughout during the full entire term of this Agreement in accordance with the Obligations. Borrowers, Agent amounts outstanding from time to time hereunder and Lenders shall, the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum extent amount of interest 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 thereofapplicable laws. The provisions of this Section 2.10 3.11 shall be deemed to be incorporated into every Loan Document each of the other Financing Agreements (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. Regardless The provisions of any provision contained in any this Deed of the Loan DocumentsTrust 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 shall the aggregate whatsoever, whether by reason of all amounts that are contracted for, charged demand or received by Agent and Lenders pursuant to the terms acceleration of this Agreement or any of the other Loan Documents and that are deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all the Note or any portion otherwise, shall the amount paid, or agreed to be paid ("Interest") to Beneficiary for the use, forbearance or detention of the Obligationsmoney loaned under the Note exceed the maximum amount permissible under applicable law, including as may be applicable under MCA 31-1-107 et.seq. If, from any circumstance whatsoever, performance or the exercise fulfillment of any option whatsoever contained in any of the Loan Documents, provision hereof or the prepayment by any or all Borrowers of any agreement between Grantor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the Obligationslimit 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 the occurrence of fulfilled shall be reduced to such limit, and if, from any contingency circumstance whatsoever, Beneficiary shall entitle Agent or any Lender to charge or ever receive in any event, interest or any charges, amounts, premiums or fees anything of value deemed interest Interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) applicable law in excess of the Maximum Rate and in no event shall Borrowers be obligated maximum lawful amount, an amount equal to pay any excessive 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 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 reduction of the principal Obligations and balance owing under 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 Note in the event inverse order 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 its 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, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not then due) or at the option of Beneficiary be paid over to Grantor, and not to the payment of Interest. All Interest (including any Excess has been amounts or payments judicially or otherwise under law deemed to be Interest) contracted for, charged charged, taken, reserved, paid or received by Agent or any Lender, all Interest at any time contracted for, charged or received from any or all Borrowers in connection with any of the Loan Documents agreed to be paid to Beneficiary 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. BorrowersNote, Agent including any extensions and Lenders shall, to renewals thereof until payment in full of the principal balance of the Note so that the Interest thereon for such full term will not exceed at any time the maximum extent amount permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest by applicable law. This Section will control all agreements between Grantor 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 2.10Beneficiary.

Maximum Interest. Regardless of any provision contained in this Agreement or any of the Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by Agent and Lenders collected pursuant to the terms of this Agreement Agreement, the Note, any Term Note(s) or any of the other Loan Documents Documents, and that are deemed interest under Applicable Law Law, exceed the highest rate permissible under any Applicable LawMaximum Rate. No agreements, conditions, provisions or stipulations contained in provision of this Agreement or in any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise Bank of any option whatsoever contained in right hereunder or under any of the Loan Documents, Document or the prepayment by any or all Borrowers Borrower of any of the Obligations, Obligations or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender Bank to charge or receive in any eventreceive, or to require Borrower to pay, interest or any charges, amounts, premiums or fees amounts deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees amounts being 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 provisions hereof or stipulations, if any, in any Loan Document which may in any event or contingency whatsoever operate purport to bind, obligate or compel Borrowers require Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, effect to the extent only of the excess of Interest over such Maximum Rate. If any 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 conclusively presumed to be the result of an accident and bona fide error, and such Excessshall, to the extent receivedreceived by Bank, shall at the option of Bank, either be applied first to reduce the principal amount of the Obligations and the balance, if any, or returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationshipBorrower. 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 accelerationunaccrued interest, and Agent and Lenders do not intend to collect any unearned Interest in the event of any no 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 occurwill be collected by Bank. All monies moneys paid to Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned Interest interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) no Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any LenderBank, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent or any LenderBank, all Interest interest at any time contracted for, charged or received from any or all Borrowers Borrower in connection with any of the Loan Documents this Agreement 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 Borrower and Lenders Bank 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 10.16 shall be deemed to be incorporated into every the Note, any Term Note(s) and each Loan Document (whether or not any provision of this Section 10.16 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.