Common use of Highest Lawful Rate Clause in Contracts

Highest Lawful Rate. Any interest payable pursuant to this Agreement, the Fee Letter or the Notes shall not exceed the Highest Lawful Rate, and for such purpose all interest and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may be deemed to constitute “interest” within the meaning of Arizona Revised Statutes Sections 44-1201 et seq., shall be deemed to constitute items of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to pay. In the event any interest required to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because of the limitation dictated by such Highest Lawful Rate) at a rate of interest, and as part of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaid, to the extent permitted by law, the City shall pay to the Bank a fee equal to any accrued and unpaid excess interest.

Highest Lawful Rate. Any Notwithstanding any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the aggregate of (a) all interest payable on the unpaid balance of the Note, accrued or paid from the date hereof, and (b) the aggregate of any other amounts accrued or paid pursuant to the Note, or any of the other Loan Documents, which under applicable laws are or may be deemed to constitute interest upon such Debt from the date hereof, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of such Debt. In this connection, it is expressly stipulated and agreed that it is the intent of the Company and the Bank to contract in strict compliance with Indiana usury laws and with any other applicable state usury laws and with federal usury laws (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement, the Fee Letter Note or any of the Notes other Loan Documents shall not ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. Neither the Company nor any other Person now or hereafter becoming liable for payment of indebtedness pursuant to the Loan Documents (the "BANK DEBT") shall ever be liable for interest in excess of the Highest Lawful Rate. If under any circumstances the aggregate amounts paid on the Bank Debt include amounts which by law are deemed interest which would exceed the Highest Lawful Rate, and for the Company stipulates that such purpose all interest and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may amounts will be deemed to constitute “interest” within have been paid as a result of an error on the meaning part of Arizona Revised Statutes Sections 44-1201 et seq.the Company and the Bank, and the Person receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Person making such payment, in its discretion credit the amount of such excess as a reduction of the principal balance outstanding or refund the amount of such excess. The parties further stipulate that such credit or refund shall be deemed a sufficient and sole remedy for such error and that no party shall be entitled to constitute items any damages or penalties, whether statutory or otherwise, as a result of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to paysuch error. In the event any interest required addition, all sums paid or agreed to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because holder or holders of the limitation dictated by such Highest Lawful Rate) at a rate of interestBank Debt for the use, and as part forbearance or detention of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidBank Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the City shall pay to full term of the Bank a fee equal to any accrued Debt. The provisions of this Section 8.11 shall control all agreements, whether now or hereafter existing and unpaid excess interestwhether written or oral, between the Company and the Bank.

Highest Lawful Rate. Any Notwithstanding any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the aggregate of (a) all interest payable on the unpaid balance of the Notes, accrued or paid from the date hereof, plus (b) the aggregate of any other amounts accrued or paid pursuant to the Notes, or any of the other Loan Documents, which under applicable laws are or may be deemed to constitute interest upon such Debt from the date hereof, ever exceed the Highest Lawful Rate. In this connection, it is expressly stipulated and agreed that it is the intent of Borrower and Lender to contract in strict compliance with Indiana usury laws and with any other applicable state usury laws and with federal usury laws (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement, the Fee Letter Notes or any of the Notes other Loan Documents shall not ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. Neither Borrower nor any other Person now or hereafter becoming liable for payment of the Obligations shall ever be liable for interest in excess of the Highest Lawful Rate. If under any circumstances the aggregate amounts paid on the Obligations include amounts which by law are deemed interest which would exceed the Highest Lawful Rate, and for Borrower stipulates that such purpose all interest and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may amounts will be deemed to constitute “interest” within have been paid as a result of an error on the meaning part of Arizona Revised Statutes Sections 44-1201 et seq.Borrower and Lender, and the Person receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Person making such payment, refund the amount of such excess. The parties further stipulate that such refund shall be deemed a sufficient and sole remedy for such error and that no party shall be entitled to constitute items any damages or penalties, whether statutory or otherwise, as a result of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to paysuch error. In the event any interest required addition, all sums paid or agreed to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because holder or holders of the limitation dictated by such Highest Lawful Rate) at a rate of interestObligations for the use, and as part forbearance or detention of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidObligations shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the City full term of the Obligations. The provisions of this Section 8.10 shall pay to the Bank a fee equal to any accrued control all agreements, whether now or hereafter existing and unpaid excess interestwhether written or oral, among Borrower and Lender.

Highest Lawful Rate. Any Notwithstanding any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the aggregate of (a) all interest payable on the unpaid balance of any Note, accrued or paid from the date hereof, and (b) the aggregate of any other amounts accrued or paid pursuant to such Note, or any of the other Loan Documents, which under applicable laws are or may be deemed to constitute interest upon such Debt from the date hereof, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of such Debt. In this Agreementconnection, it is expressly stipulated and agreed that it is the Fee Letter intent of the Company and the Lenders to contract in strict compliance with Indiana usury laws and with any other applicable state usury laws and with federal usury laws (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement or any of the Notes other Loan Documents shall not ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. Neither the Company nor any other Person now or hereafter becoming liable for payment of indebtedness pursuant to the Loan Documents (the "Lender Debt") shall ever be liable for interest in excess of the Highest Lawful Rate. If under any circumstances the aggregate amounts paid on the Lender Debt include amounts which by law are deemed interest which would exceed the Highest Lawful Rate, and for the Company stipulates that such purpose all interest and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may amounts will be deemed to constitute “interest” within have been paid as a result of an error on the meaning part of Arizona Revised Statutes Sections 44-1201 et seq.the Company and the Lenders, and the Person receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Person making such payment, refund the amount of such excess. The parties further stipulate that such refund shall be deemed a sufficient and sole remedy for such error and that no party shall be entitled to constitute items any damages or penalties, whether statutory or otherwise, as a result of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to paysuch error. In the event any interest required addition, all sums paid or agreed to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because holder or holders of the limitation dictated by such Highest Lawful Rate) at a rate of interestLender Debt for the use, and as part forbearance or detention of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidLender Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the City full term of the Lender Debt. The provisions of this Section 9.17 shall pay to control all agreements, whether now or hereafter existing and whether written or oral, among the Bank a fee equal to any accrued Company and unpaid excess interestthe Lenders.

Highest Lawful Rate. Any It is expressly stipulated and agreed to be the intent of Maker and Payee at all times to comply with the applicable state and federal law governing the maximum rate or amount of interest payable pursuant to this Agreement, the Fee Letter on or the Notes shall not exceed the Highest Lawful Rate, and for such purpose all interest and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this AgreementNote (or applicable United States federal law to the extent that it permits Payee to contract for, the Fee Letter charge, take, reserve or the Notes, and which may be deemed to constitute “interest” within the meaning of Arizona Revised Statutes Sections 44-1201 et seq., shall be deemed to constitute items receive a greater amount of interest in addition than under state law). If the applicable law is ever judicially interpreted so as to the rate(s) of interest specified herein, which the City hereby contracts in writing to pay. In the event any interest required to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between make the amount of interest payable assuming no Highest Lawful Rate was exceed any applicable law or regulation, or render usurious any amount called for under this Note, or contracted for, charged, taken, reserved or received with respect to the indebtedness evidenced by this Note (the “Loan”), or if acceleration of the maturity of this Note or if any prepayment by Maker results in Maker having paid any interest in excess of that permitted by law, then it is Maker’s and Payee’s express intent that all excess amounts theretofore collected by Xxxxx be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in effect full, refunded to Maker), and the amount paid on a current basis after giving effect to provisions of this Note and the Highest Lawful Rate shall other Agreements immediately be carried forward deemed reformed and shall be payable on the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any subsequent date of calculation new document, so as to result in a recovery of interest previously unrealized (because of the limitation dictated by such Highest Lawful Rate) at a rate of interest, and as part of the interest payable, that, after giving effect to permit the recovery of such excess the fullest amount called for hereunder and thereunder, while complying in all other respects with applicable law. The right to accelerate the maturity of this Note does not include the right to accelerate any interest paid and that has not otherwise accrued hereunder to on the date of calculationsuch acceleration, and Payee does not exceed such Highest Lawful Rateintend to collect any unearned interest in the event of acceleration. Notwithstanding All sums paid or agreed to be paid to Payee for the foregoinguse, on forbearance or detention of the date on which no Obligation remains unpaidLoan shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the City shall pay full term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the applicable usury ceiling. Notwithstanding any provision contained in this Note or in any of the other Agreements that permits the compounding of interest, including without limitation any provision by which any of the accrued interest is added to the Bank principal amount of this Note, the total amount of interest that Maker is obligated to pay and Payee is entitled to receive with respect to this Note shall not exceed the amount calculated on a fee equal simple (i.e., non-compounded) interest basis at the Highest Lawful Rate on principal amounts actually advanced to or for the account of Maker, including the initial principal amount of this Note and any advances made pursuant to any accrued of the Agreements (such as for the payment of taxes, insurance premiums and unpaid excess interestthe like). As used herein, the term “Highest Lawful Rate” shall mean the maximum non-usurious rate of interest which may be lawfully contracted for, charged, taken, reserved or received by Payee from Maker in connection with the Loan under the applicable state law (or applicable United States federal law, to the extent that it permits Payee to contract for, charge, take, reserve or receive a greater amount of interest than under state law).

Highest Lawful Rate. Any In no event shall the amount of interest due or payable pursuant to this Agreement, the Fee Letter or the Notes shall not hereunder exceed the Highest Lawful Rate, and for in the event any such purpose all interest and other chargesexcess is paid by a Borrower or received by a Lender, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may be deemed to constitute “interest” within the meaning of Arizona Revised Statutes Sections 44-1201 et seq., then such excess sum shall be deemed to constitute items of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to pay. In the event any interest required to be inadvertently paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward or received and shall be payable on credited as a payment of principal, unless a Borrower shall notify a Lender in writing that Borrower elects to have such excess returned to it forthwith. It is the express intent hereof that any subsequent date Borrower not pay and a Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of calculation so as to result that which may be lawfully paid by any Borrower under applicable Law. Each Borrower and each Lender hereby agree that (a) the only charge imposed by Lender upon Borrower for the use, detention or forbearance of money in connection with the Agreement shall be the interest expressed in Section 2.10 and Section 2.11(e) and in a recovery Revolving Credit Note, Swingline Note, or a Competitive Bid Loan Note, as the case may be, and (b) all other charges imposed by a Lender on a Borrower in connection with the Loans, including, without limitation, any Facility Fees, Letter of interest previously unrealized (because of Credit Fees, the limitation dictated Administrative Agent's Fees, default and any late charges, and charges for Taxes and reserve requirements, are and shall be deemed made to compensate such Lender for administrative and other services and costs performed and incurred, and to be performed and incurred, by such Highest Lawful Rate) at a rate of interestLender in connection with the Loans, and as part shall under no circumstances be deemed to be charges for the use, detention or forbearance of the interest payable, that, after giving effect money. All charges referred to the recovery of such excess herein shall be fully earned when due and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaid, to the extent permitted by law, the City shall pay to the Bank a fee equal to any accrued and unpaid excess interestnon-refundable when paid.

Highest Lawful Rate. Any Notwithstanding any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the aggregate of (a) all interest payable on the unpaid balance of the Notes, accrued or paid from the Closing Date, and (b) the aggregate of any other amounts accrued or paid pursuant to the Notes, or any of the other Loan Documents, which under applicable laws are or may be deemed to constitute interest upon such Debt from the Closing Date, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of such Debt. In this connection, it is expressly stipulated and agreed that it is the intent of the Borrowers and the Lender to contract in strict compliance with New York usury laws and with any other applicable state usury laws and with federal usury laws (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement, the Fee Letter Notes or any of the Notes other Loan Documents shall not ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. Neither any Borrower nor any other Person now or hereafter becoming liable for payment of indebtedness pursuant to the Loan Documents (the “Borrowed Debt”) shall ever be liable for interest in excess of the Highest Lawful Rate. If under any circumstances the aggregate amounts paid on Borrowed Debt include amounts which by law are deemed interest which would exceed the Highest Lawful Rate, and for each Borrower stipulates that such purpose all interest and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may amounts will be deemed to constitute “interest” within have been paid as a result of an error on the meaning part of Arizona Revised Statutes Sections 44-1201 et seq.such Borrower and Lender, and the Person receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Person making such payment, refund the amount of such excess. The parties further stipulate that such refund shall be deemed a sufficient and sole remedy for such error and that no party shall be entitled to constitute items any damages or penalties, whether statutory or otherwise, as a result of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to paysuch error. In the event any interest required All sums paid or agreed to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date holder or holders of calculation so as to result in a recovery Borrowed Debt for the use, forbearance or detention of interest previously unrealized (because of the limitation dictated by such Highest Lawful Rate) at a rate of interest, and as part of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidBorrowed Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the City full term of Borrowed Debt. The provisions of this Section 9.10 shall pay to control all agreements, whether now or hereafter existing and whether written or oral, between the Bank a fee equal to any accrued Loan Parties and unpaid excess interestLender.

Highest Lawful Rate. Any Notwithstanding any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the aggregate of (a) all interest payable on the unpaid balance of each of the Notes, accrued or paid from the date hereof, and (b) the aggregate of any other amounts accrued or paid pursuant to each of the Notes, or any of the other Loan Documents, which under applicable laws are or may be deemed to constitute interest upon such Debt from the date hereof, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of such Debt. In this connection, it is expressly stipulated and agreed that it is the intent of the Company and the Bank to contract in strict compliance with Indiana usury laws and with any other applicable state usury laws and with federal usury laws (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement, the Fee Letter or each of the Notes or any of the other Loan Documents shall not ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. Neither the Company nor any other Person now or hereafter becoming liable for payment of indebtedness pursuant to the Loan Documents (the "Bank Debt") shall ever be liable for interest in excess of the Highest Lawful Rate. If under any circumstances the aggregate amounts paid on the Bank Debt include amounts which by law are deemed interest which would exceed the Highest Lawful Rate, the Company stipulates that such amounts will be. deemed to have been paid as a result of an error on the part of the Company and the Bank, and the Person receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Person making such payment, refund the amount of such excess. The parties further stipulate that such refund shall be a sufficient and sole remedy for such purpose all interest error and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may be deemed to constitute “interest” within the meaning of Arizona Revised Statutes Sections 44-1201 et seq., no party shall be deemed entitled to constitute items any damages or penalties, whether statutory or otherwise, as a result of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to paysuch error. In the event any interest required addition, all sums paid or agreed to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because holder or holders of the limitation dictated by such Highest Lawful Rate) at a rate of interestBank Debt for the use, and as part forbearance or detention of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidBank Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the City shall pay to full term of the Bank a fee equal to any accrued Debt. The provisions of this Section 8.10 shall control all agreements, whether now or hereafter existing and unpaid excess interestwhether written or oral, among the Company and the Bank.

Highest Lawful Rate. Any In no event shall the amount of interest due or payable pursuant to this Agreement, the Fee Letter or the Notes shall not hereunder exceed the Highest Lawful Rate, and for in the event any such purpose all interest and other chargesexcess is paid by a Borrower or received by a Lender, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may be deemed to constitute “interest” within the meaning of Arizona Revised Statutes Sections 44-1201 et seq., then such excess sum shall be deemed to constitute items of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to pay. In the event any interest required to be inadvertently paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward or received and shall be payable on credited as a payment of principal, unless a Borrower shall notify a Lender in writing that Borrower elects to have such excess returned to it forthwith. It is the express intent hereof that any subsequent date Borrower not pay and a Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of calculation so as to result that which may be lawfully paid by any Borrower under applicable Law. Each Borrower and each Lender hereby agree that (a) the only charge imposed by Lender upon Borrower for the use, detention or forbearance of money in connection with the Agreement shall be the interest expressed in Section 2.9, Section 2.10(f) and Section 3.3 and in a recovery Revolving Credit Note, Swingline Note, Competitive Bid Loan Note or a Term Loan Note, as the case may be, and (b) all other charges imposed by a Lender on a Borrower in connection with the Loans, including, without limitation, any Facility Fees, Letter of interest previously unrealized (because of Credit Fees, the limitation dictated Administrative Agent's Fees, default and any late charges, and charges for Taxes and reserve requirements, are and shall be deemed made to compensate such Lender for administrative and other services and costs performed and incurred, and to be performed and incurred, by such Highest Lawful Rate) at a rate of interestLender in connection with the Loans, and as part shall under no circumstances be deemed to be charges for the use, detention or forbearance of the interest payable, that, after giving effect money. All charges referred to the recovery of such excess herein shall be fully earned when due and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaid, to the extent permitted by law, the City shall pay to the Bank a fee equal to any accrued and unpaid excess interestnon-refundable when paid.

Highest Lawful Rate. Any interest payable pursuant Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the parties to this AgreementAgreement that neither Agent nor any Lender contract for, charge, take, reserve, receive or apply, as interest on all or any part of the Fee Letter or the Notes shall not exceed Obligation any amount in excess of the Highest Lawful RateRate or receive any unearned interest in violation of any applicable Law, and for such purpose all interest and other chargesand, feesif Lenders ever do so, goods, things in action or then any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may be deemed to constitute “interest” within the meaning of Arizona Revised Statutes Sections 44-1201 et seq., excess shall be deemed treated as a partial repayment or prepayment of principal and any remaining excess shall be refunded to constitute items of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to payBorrower. In determining if the event any interest required to be paid hereunder at any time or payable exceeds the Highest Lawful Rate, Borrower and Lenders shall, to the portion maximum extent permitted under applicable Law, (a) treat all Advances as but a single extension of such credit (and Lenders and Borrower agree that is the case and that provision in this Agreement for multiple Advances is for convenience only), (b) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (c) exclude voluntary repayments or prepayments and their effects, and (d) amortize, prorate, allocate and spread the total amount of interest required to be throughout the entire contemplated term of the Obligations. However, if the Obligations are paid on a current basis shall equal such in full before the end of their full contemplated term, and if the interest received for its actual period of existence exceeds the Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect Lenders shall refund any excess (and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because of the limitation dictated by such Highest Lawful Rate) at a rate of interest, and as part of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidLenders may not, to the extent permitted by lawLaw, be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the City shall pay Maximum Amount). If the Laws of the State of Texas are applicable for purposes of determining the "Maximum Rate" or the "Maximum Amount," then such terms refer to the Bank a fee equal "revised ceiling or bracket" from time to any accrued time in effect under V.T.C.A., Finance Code ss. 1.001 et seq (West 1997). Borrower agrees that V.T.C.A., Finance Code Chapter 346 (which regulates certain revolving credit loan accounts and unpaid excess interestrevolving tri-party accounts), does not apply to the Obligations, other than ss. 346.004.

Highest Lawful Rate. Any interest payable pursuant Each provision in this Agreement and each other Loan Document is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to this Agreementbe paid, to the Agent, the Fee Letter LC Issuer or any Lender for the Notes shall not use, forbearance or detention of the money to be loaned under this Agreement or any Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate, and all amounts owed under this Agreement and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the use, forbearance or detention of money under this Agreement or such purpose all Loan Document shall in no event exceed that amount of money which would cause the effective rate of interest and other chargesto exceed the Highest Lawful Rate. Anything in this Agreement, fees, goods, things in action any Note or any other sumsLoan Document to the contrary notwithstanding, things of value and reimbursable costs that if the City are or may become obligated Borrower shall ever be required to pay or reimburse interest on any Note at a rate in connection with this Agreement, the Fee Letter or the Notes, and which may be deemed to constitute “interest” within the meaning excess of Arizona Revised Statutes Sections 44-1201 et seq., shall be deemed to constitute items of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to pay. In the event any interest required to be paid hereunder at any time exceeds the Highest Lawful Rate, or if the portion effective rate of such interest required to which would otherwise be paid on a current basis shall equal such payable under this Agreement, any Note or any other Loan Document would exceed the Highest Lawful Rate; provided, howeveror if the holder of any Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Agreement, that such Note and the differential between other Loan Documents to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable assuming no Highest Lawful Rate was then in effect by the Borrower under this Agreement, such Note and other Loan Documents shall be reduced to the amount allowed under applicable law, and (ii) any unearned interest paid on a current basis after giving effect to by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be carried forward and shall be payable in the first instance credited on any subsequent date the principal of calculation so as such Note with the excess thereof, if any, refunded to result in a recovery of interest previously unrealized (because of the limitation dictated by such Highest Lawful Rate) at a rate of interest, and as part of the interest payable, Company. It is further agreed that, after giving effect to the recovery without limitation of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on all calculations of the date on which no Obligation remains unpaidrate of interest contracted for, charged or received by the Agent, the LC Issuer or any Lender under the Notes or under this Agreement or the other Loan Documents made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Agent, the LC Issuer or any Lender shall be made, to the extent permitted by lawusury laws applicable to the Agent, the City shall pay LC Issuer or any Lender (now or hereafter enacted), by amortizing, prorating and spreading during the period of the full stated term of the Loans and the Notes all interest at any time contracted for, charged or received by the Agent, the LC Issuer or such Lender in connection therewith. If at any time and from time to time, (i) the amount of interest payable to the Bank a fee Agent, the LC Issuer or any Lender on any date shall be computed at the Highest Lawful Rate 57 pursuant to this Section 10.18 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Agent, the LC Issuer or any Lender would be less than the amount of interest payable to the Agent, the LC Issuer or such Lender, as the case may be, computed at the Highest Lawful Rate, then the amount of interest payable to the Agent, the LC Issuer or such Lender, as the case may be, in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Agent, the LC Issuer or such Lender, as the case may be, shall equal the total amount of interest which would have been payable to any accrued and unpaid excess interestthe Agent, the LC Issuer or such Lender if the total amount of interest had been computed without giving effect to this Section 10.18.

Highest Lawful Rate. Any Notwithstanding any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the aggregate of (a) all interest payable on the unpaid balance of the Notes, accrued or paid from the date hereof, and (b) the aggregate of any other amounts accrued or paid pursuant to the Notes, or any of the other Loan Documents, which under applicable laws are or may be deemed to constitute interest upon such Debt from the date hereof, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of such Debt. In this connection, it is expressly stipulated and agreed that it is the intent of the Loan Parties and Bank to contract in strict compliance with Illinois usury laws and with any other applicable state usury laws and with federal usury laws (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement, the Fee Letter Notes or any of the Notes other Loan Documents shall not ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Highest Lawful Rate. Neither the Loan Parties nor any other Person now or hereafter becoming liable for payment of the Obligations pursuant to the Loan Documents shall ever be liable for interest in excess of the Highest Lawful Rate. If under any circumstances the aggregate amounts paid on the Obligations include amounts which by law are deemed interest which would exceed the Highest Lawful Rate, and for Borrowers stipulate that such purpose all interest and other charges, fees, goods, things in action or any other sums, things of value and reimbursable costs that the City are or may become obligated to pay or reimburse in connection with this Agreement, the Fee Letter or the Notes, and which may amounts will be deemed to constitute “interest” within have been paid as a result of an error on the meaning part of Arizona Revised Statutes Sections 44-1201 et seq.the Loan Parties and Bank, and the Person receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Person making such payment, refund the amount of such excess. The parties further stipulate that such refund shall be deemed a sufficient and sole remedy for such error and that no party shall be entitled to constitute items any damages or penalties, whether statutory or otherwise, as a result of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to paysuch error. In the event any interest required addition, all sums paid or agreed to be paid hereunder at any time exceeds the Highest Lawful Rate, the portion of such interest required to be paid on a current basis shall equal such Highest Lawful Rate; provided, however, that the differential between the amount of interest payable assuming no Highest Lawful Rate was then in effect and the amount paid on a current basis after giving effect to the Highest Lawful Rate shall be carried forward and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because holder or holders of the limitation dictated by such Highest Lawful Rate) at a rate of interestObligations for the use, and as part forbearance or detention of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidObligations shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the City full term of the Obligations. The provisions of this Section 8.10 shall pay to control all agreements, whether now or hereafter existing and whether written or oral, between the Bank a fee equal to any accrued Loan Parties and unpaid excess interestBank.

Highest Lawful Rate. Any interest payable pursuant Each provision in this Agreement and each other Loan Document is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to this Agreementbe paid, to the Agent, the Fee Letter LC Issuer or any Lender for the Notes shall not use, forbearance or detention of the money to be loaned under this Agreement or any Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that amount of money which would cause the effective rate of interest to exceed the Highest Lawful Rate, and all amounts owed under this Agreement and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the use, forbearance or detention of money under this Agreement or such purpose all Loan Document shall in no event exceed that amount of money which would cause the effective rate of interest and other chargesto exceed the Highest Lawful Rate. Anything in this Agreement, fees, goods, things in action any Note or any other sums, things Loan Document would exceed the Highest Lawful Rate or if the holder of value and reimbursable costs that the City are such Note shall receive any unearned interest on any Note or may become obligated ever be required to pay or reimburse interest on such Note at a rate in connection with this Agreement, the Fee Letter or the Notes, and which may be deemed to constitute “interest” within the meaning excess of Arizona Revised Statutes Sections 44-1201 et seq., shall be deemed to constitute items of interest in addition to the rate(s) of interest specified herein, which the City hereby contracts in writing to pay. In the event any interest required to be paid hereunder at any time exceeds the Highest Lawful Rate, and if the portion effective rate of interest which would otherwise be payable under this Agreement, such interest required to be paid on a current basis shall equal such Note or any other Loan Document would exceed the Highest Lawful Rate; provided, howeveror if the holder of such Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Borrower under this Agreement, that such Note and the differential between other Loan Documents to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable assuming no Highest Lawful Rate was then in effect by the Borrower under this Agreement, such Note and other Loan Documents shall be reduced to the amount allowed under applicable law, and (ii) any unearned interest paid on a current basis after giving effect to by the Borrower or any interest paid by the Borrower in excess of the Highest Lawful Rate shall be carried forward in the first instance credited on the principal of such Note with the excess thereof, if any, refunded to the Company. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Agent, the LC Issuer or any Lender under the Notes or under this Agreement or the other Loan Documents, are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Agent, the LC Issuer or any Lender and shall be payable on any subsequent date of calculation so as to result in a recovery of interest previously unrealized (because of the limitation dictated by such Highest Lawful Rate) at a rate of interest, and as part of the interest payable, that, after giving effect to the recovery of such excess and all other interest paid and accrued hereunder to the date of calculation, does not exceed such Highest Lawful Rate. Notwithstanding the foregoing, on the date on which no Obligation remains unpaidmade, to the extent permitted by lawusury laws applicable to the Agent the LC Issuer or any Lender (now or hereafter enacted), by amortizing, prorating and spreading in equal party during the period of the full stated term of the notes all interest at any time contracted for, charged or received by the Agent, the City shall pay LC Issuer or such Lender in connection therewith. If at any time and from time to time, (i) the amount of interest payable to the Bank a fee Agent, the LC Issuer or any Lender on any date shall be computed at the Highest Lawful Rate pursuant to this Section 10.18 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Agent, the LC Issuer or any Lender would be less than the amount of interest payable to the Agent, the LC Issuer or such Lender, as the case may be, computed at the Highest Lawful Rate, then the amount of interest payable to the Agent, the LC Issuer or such Lender, as the case may be, in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Agent, the LC Issuer or such Lender, as the case may be, shall equal the total amount of interest which would have been payable to any accrued and unpaid excess interestthe Agent, the LC Issuer or such Lender if the total amount of interest had been computed without giving effect to this Section 10.18.