Common use of Maximum Rate Permitted by Law Clause in Contracts

Maximum Rate Permitted by Law. If any provision of this Agreement or of any of the other Documents would obligate Borrower or any Material Subsidiary to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or such Lender under Section 5.1, 5.2 or 5.3, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 5.11 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement to the applicable Maturity Date.

Maximum Rate Permitted by Law. If any provision of this Agreement or of any of the other Documents would obligate Borrower or any Material Subsidiary Guarantor to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or such Lender under Section 5.1, 5.2 or 5.3, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 5.11 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "“interest" ” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement Effective Date to the applicable Maturity Date.

Maximum Rate Permitted by Law. If any provision of this Agreement or of any of the other Documents would obligate Borrower or any Material Subsidiary to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or such Lender under Section 5.1, 5.2 or 5.3, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 5.11 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "“interest" ” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement to the applicable Maturity Date.

Maximum Rate Permitted by Law. If any provision of this Agreement or of any of the other Documents would obligate Borrower or any Material Subsidiary to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: : (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or such Lender under Section 5.1, 5.2 or 5.3, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 5.11 5.10 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-pro- rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement hereof to the applicable Maturity Date.

Maximum Rate Permitted by Law. If any provision of this Agreement or of any of the other Documents would obligate Borrower or any Material Subsidiary to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or such Lender under Section 5.1, 5.2 or 5.3, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 5.11 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "“interest" ” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement hereof to the applicable Maturity Date.

Maximum Rate Permitted by Law. If any provision of this Agreement or of any of the other Documents would obligate Borrower or any Material Subsidiary to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would would, if applicable, result in a receipt by the Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or such Lender under Section 5.1, 5.2 or 5.3, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 5.11 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement to the applicable Maturity Date.

Maximum Rate Permitted by Law. If any provision of this Agreement or of any of the other Documents would obligate Borrower or any Material Subsidiary Guarantor to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law Applicable Law or would result in a receipt by the Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or such Lender under Section 5.1, 5.2 or 5.3, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "“interest" ” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Agent or such Lender to the Borrower. Any amount or rate of interest referred to in this Section 5.11 5.10 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "“interest" ” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement hereof to the applicable Syndicated Facility Maturity Date.

Maximum Rate Permitted by Law. If It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to each Lender 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 Lender limiting rates of interest which may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, the Federal or provincial laws of Canada or of any provision other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Agreement Section 5.7 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or of received under this Agreement, or under any of the other Documents would obligate Borrower aforesaid agreements or any Material Subsidiary to make any payment otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the maximum amount of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited allowed by applicable law or would result in a receipt by the Agent or (such maximum lawful interest rate, if any, with respect to such Lender of interest at a criminal rate herein called the "Highest Lawful Rate"), and any excess shall be credited to the Borrower by such Lender (as or, if such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisionsconsideration shall have been paid in full, such amount or rate excess shall be deemed to have been adjusted with retroactive effect promptly refunded to the maximum amount Borrower); (c) all sums paid, or rate of interestagreed to be paid, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Agent or to such Lender in respect of interest at a criminal rate, the indebtedness of the Borrower to such adjustment to be effectedLender hereunder shall, to the extent necessarypermitted by applicable law, as follows: (a) firstlybe amortized, by reducing prorated, allocated and spread throughout the amount or full term of such indebtedness until payment in full so that the actual rate of interest required is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to this Agreement together with any other fees payable pursuant to this Agreement and deemed interest under applicable law, exceeds that amount that would have accrued at the Highest Lawful Rate, the amount of interest and any such fees to accrue to such Lender pursuant to this Agreement shall be paid limited, notwithstanding anything to the Agent or contrary in this Agreement, to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender under Section 5.1, 5.2 or 5.3, pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Borrower shall be entitled, by notice in writing to the Agent or such ▇▇▇▇▇▇, to obtain reimbursement from the Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be fees deemed to be an interest equals the amount payable by the Agent or of interest that would have accrued to such Lender if a varying rate per annum equal to the Borrower. Any interest provided pursuant to this Agreement had at all times been in effect, plus the amount or rate of interest referred to in fees that would have been received but for the effect of this Section 5.11 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the date of the Existing Credit Agreement to the applicable Maturity Date5.7.