Common use of Intent to Limit Charges to Maximum Lawful Rate Clause in Contracts

Intent to Limit Charges to Maximum Lawful Rate. The Lender Group and Borrowers intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates and agrees that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity of any Obligation is accelerated for any reason, (ii) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum under applicable Law, or (iii) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully contract for, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section the term “applicable Law” means the Laws of the State of New York or the Laws of the United States of America, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future. For purposes of the Criminal Code (Canada), in no event shall the combination of interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to time.

Intent to Limit Charges to Maximum Lawful Rate. The Lender Group and Borrowers all other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates thereof, such Persons stipulate and agrees agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, or interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effectMaximum Interest. No Borrower nor any present or future guarantorsLoan Party, endorsersendorser, or other Persons Person hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effectMaximum Interest, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity of any Obligation is accelerated for any reason, (ii) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum under applicable LawMaximum Interest, or (iii) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which that are determined to constitute interest which would otherwise increase the interest and other amounts deemed interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effectthe Maximum Interest, then all sums determined to constitute interest in excess of such legal limit the Maximum Interest shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable LawMaximum Interest, the Lender Group and Loan Parties shall to the greatest extent permitted under applicable Lawlaw, (ix) characterize any non-principal payment as an expense, fee or premium rather than as interest, (iiy) exclude the voluntary prepayments and the effects thereof, and (iiiz) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law Maximum Interest in order to lawfully contract forcharge the Maximum Interest. If at any time mandatory provisions of law provide for the application of an interest ceiling under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”) as amended, chargeat such time, the ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code; provided that if any applicable law permits greater interest, the law permitting the greatest interest shall apply. To the extent that the interest rate or receive rates otherwise payable under this Agreement plus any other amounts paid under this Agreement or any other Loan Document are limited under applicable law, each Lender agrees to limit the maximum interest to which it is otherwise entitled to the Maximum Interest. Such limitation for each Lender for any period shall be in an amount equal to such Lender’s Pro Rata Share multiplied by the difference between the applicable interest rate under this Agreement and the Maximum Interest. For purposes of this calculation at any date of determination, any fees or charges included in the calculation of interest permitted under applicable Lawnot directly related to a particular type of Obligation shall be allocated ratably to each Lender based upon the outstanding Obligations of each Lender compared to all Obligations. As used provided in Section 12(a), this section Agreement shall be governed by, and construed in accordance with, the term “applicable Law” means the Laws laws of the State of New York York. The foregoing provisions are included solely out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of Texas law are in any way applicable to this Agreement, the other Loan Documents, or the Laws of the United States of America, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future. For purposes of the Criminal Code (Canada), in no event shall the combination of interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to timeObligations.

Intent to Limit Charges to Maximum Lawful Rate. The Lender Group and Borrowers all other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates such Persons stipulate and agrees agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, or interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effectMaximum Interest. No Borrower nor any present or future guarantorsLoan Party, endorsersendorser, or other Persons Person hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effectMaximum Interest, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity of any Obligation is accelerated for any reason, (ii) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum under applicable LawMaximum Interest, or (iii) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which that are determined to constitute interest which would otherwise increase the interest and other amounts deemed interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effectthe Maximum Interest, then all sums determined to constitute interest in excess of such legal limit the Maximum Interest shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable LawMaximum Interest, the Lender Group and Loan Parties shall to the greatest extent permitted under applicable Lawlaw, (ix) characterize any non-principal payment as an expense, fee or premium rather than as interest, (iiy) exclude the voluntary prepayments and the effects thereof, and (iiiz) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law Maximum Interest in order to lawfully contract forcharge the Maximum Interest. If at any time mandatory provisions of law provide for the application of an interest ceiling under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”) as amended, chargeat such time, the ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code; provided that if any applicable law permits greater interest, the law permitting the greatest interest shall apply. To the extent that the interest rate or receive rates otherwise payable under this Agreement plus any other amounts paid under this Agreement or any other Loan Document are limited under applicable law, each Lender agrees to limit the maximum interest to which it is otherwise entitled to the Maximum Interest. Such limitation for each Lender for any period shall be in an amount equal to such Lender’s Pro Rata Share multiplied by the difference between the applicable interest rate under this Agreement and the Maximum Interest. For purposes of this calculation at any date of determination, any fees or charges included in the calculation of interest permitted under applicable Lawnot directly related to a particular type of Obligation shall be allocated ratably to each Lender based upon the outstanding Obligations of each Lender compared to all Obligations. As used provided in Section 12(a), this section Agreement shall be governed by, and construed in accordance with, the term “applicable Law” means the Laws laws of the State of New York California. The foregoing provisions are included solely out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of Texas law are in any way applicable to this Agreement, the other Loan Documents, or the Laws of the United States of America, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future. For purposes of the Criminal Code (Canada), in no event shall the combination of interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to timeObligations.

Intent to Limit Charges to Maximum Lawful Rate. The In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower and the Lender Group Group, in executing and Borrowers delivering this Agreement, intend legally to contract in strict compliance with agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates and agrees that none law, then, ipso facto, as of the terms date of this Agreement, each Borrower is and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, liable only for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the such maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effectas allowed by law, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity of any Obligation is accelerated for any reason, (ii) any Obligation is prepaid and as payment received from a result any amounts held to constitute interest are determined to be in excess of the legal maximum under applicable Law, or (iii) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest Borrower in excess of such legal limit shallmaximum, without penaltywhenever received, shall be promptly applied to reduce the then outstanding principal balance of the related Obligations orto the extent of such excess. Without limiting the generality of the foregoing, if any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such Lender’s terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or holder’s option, promptly returned rate shall be deemed to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds have been adjusted with retroactive effect to the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully contract for, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section the term “applicable Law” means the Laws of the State of New York or the Laws of the United States of America, whichever Laws allow the greater interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such Laws now exist adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing the amount or may rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be changed or amended or come into effect in paid to the future. For affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada), in no event shall the combination of interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to time.

Intent to Limit Charges to Maximum Lawful Rate. The Borrower and the --------------------------------------------------- Lender Group hereby agree and Borrowers intend stipulate that the only charges imposed upon Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, Borrower and the Lender Group further agree and stipulate that all agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or "breakage" charges, increased cost charges, the Applicable Prepayment Premium, "float" or "clearance" charges, attorneys' fees and reimbursement for costs and expenses paid by the Agent or the Lender Group to contract third parties or for damages incurred by the Agent or the Lender Group are charges to compensate the Agent and the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Agent and the Lender Group in strict compliance connection with applicable usury law from time to time in effectthis Agreement and the other Loan Documents. In furtherance thereof each Lender stipulates no event shall the amount of interest and agrees that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, other charges for the useuse of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, forbearance in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or detention rates of moneyinterest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest in excess and other charges for the use of money or manner of payment exceeds the maximum amount allowable under applicable law, then, ipso facto as of interest permitted to the date of this Agreement, Borrower is and shall be charged by applicable Law from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable only for the payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the such maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effectas allowed by law, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity of any Obligation is accelerated for any reason, (ii) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum under applicable Law, or (iii) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest payment received from Borrower in excess of such legal limit shallmaximum whenever received, without penalty, shall be promptly applied to reduce the then outstanding principal balance of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully contract for, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section the term “applicable Law” means the Laws of the State of New York or the Laws of the United States of America, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future. For purposes of the Criminal Code (Canada), in no event shall the combination of interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to timeexcess.

Intent to Limit Charges to Maximum Lawful Rate. The Lender Group and Borrowers intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof It is the intention of the parties hereto that the Administrative Agent or each Lender stipulates and agrees that none shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to the Administrative Agent or any Lender under laws applicable to it (including the laws of the terms United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions contained of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Indebtedness, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to Administrative Agent or any Lender that is contracted for, taken, reserved, charged or received by Administrative Agent or such Lender under any of the Loan Documents or agreements or otherwise in connection with the Indebtedness shall ever under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be construed canceled automatically and if theretofore paid shall be credited by the Administrative Agent or such Lender on the principal amount of the Indebtedness (or, to create a contract the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by the Administrative Agent or such Lender, as applicable, to paythe Borrower); and (ii) in the event that the maturity of the Indebtedness is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to Administrative Agent or any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by Administrative Agent or such Lender, as applicable, as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by Administrative Agent or such Lender, as applicable, on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by Administrative Agent or such Lender to the Borrower). All sums paid or agreed to be paid to Administrative Agent or any Lender for the use, forbearance or detention of moneysums due hereunder shall, to the extent permitted by law applicable to Administrative Agent or such Lender, be amortized, prorated, allocated and spread throughout the full term of the Obligations until payment in full so that the rate or amount of interest in excess on account of any Obligations hereunder does not exceed the maximum amount of interest permitted to be charged allowed by such applicable Law law. If at any time and from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity amount of interest payable to Administrative Agent or any Obligation is accelerated for Lender on any reason, date shall be computed at the Highest Lawful Rate (as defined below) applicable to Administrative Agent or such Lender pursuant to this Section 2.6(g) and (ii) in respect of any Obligation is prepaid and as a result any amounts held subsequent interest computation period the amount of interest otherwise payable to constitute Administrative Agent or such Lender would be less than the amount of interest are determined payable to Administrative Agent or such Lender computed at the Highest Lawful Rate applicable to Administrative Agent or such Lender, then the amount of interest payable to Administrative Agent or such Lender in respect of such subsequent interest computation period shall continue to be in excess of computed at the legal maximum under Highest Lawful Rate applicable Law, to Administrative Agent or (iii) any such Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread until the total amount of interest throughout payable to Administrative Agent or such Lender shall equal the entire contemplated total amount of interest which would have been payable to Administrative Agent or such Lender if the total amount of interest had been computed without giving effect to this Section 2.6(g). For purposes of this Section 2.6(g), the term of the instruments evidencing the Obligations “applicable law” shall mean that law in accordance with the amounts outstanding effect from time to time thereunder and applicable to the loan transaction between Borrower and the maximum legal Lender Group that lawfully permits the charging and collection of the highest permissible, lawful non-usurious rate of interest from time to time in effect under applicable Law in order to lawfully contract foron such loan transaction and this Agreement, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section the term “applicable Law” means the Laws including laws of the State of New York or California and, to the Laws extent controlling, laws of the United States of America, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future. For purposes of the Criminal Code (Canadathis Section 2.6(g), in no event shall “Highest Lawful Rate” means, with respect to Administrative Agent or any Lender, the combination of maximum non-usurious interest and costs payable by West Marine Canada pursuant to this Agreement exceed rate, if any, that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended at any time or from time to time (may be contracted for, taken, reserved, charged or received on the “Maximum Amount”) and if any paymentObligations under the laws applicable to Administrative Agent or such Lender which are currently in effect or, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or extent allowed by law, under such applicable laws which may hereafter be applied to the Advances (whether or not due in effect and payable), and not to the payment of which allow a higher maximum non-usurious interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to timerate than applicable laws now allow.

Intent to Limit Charges to Maximum Lawful Rate. The Lender Group It is the intention of the parties hereto that Administrative Agent and Borrowers intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates and agrees that none shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to Administrative Agent or any Lender under laws applicable to it (including the laws of the terms United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to Administrative Agent or such Lender notwithstanding the other provisions contained of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Obligations, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to Administrative Agent or any Lender that is contracted for, taken, reserved, charged or received by Administrative Agent or such Lender under any of the Loan Documents or agreements or otherwise in connection with the Obligations shall ever under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be construed canceled automatically and if theretofore paid shall be credited by Administrative Agent or such Lender on the principal amount of the Obligations (or, to create a contract the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by Administrative Agent or such Lender, as applicable, to payBorrowers); and (ii) if the maturity of the Obligations is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to Administrative Agent or any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by Administrative Agent or such Lender, as applicable, as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by Administrative Agent or such Lender, as applicable, on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by Administrative Agent or such Lender to Borrowers). All sums paid or agreed to be paid to Administrative Agent or any Lender for the use, forbearance or detention of moneysums due hereunder shall, to the extent permitted by law applicable to Administrative Agent or such Lender, be amortized, prorated, allocated and spread throughout the full term of the Obligations until payment in full so that the rate or amount of interest in excess on account of any Obligations hereunder does not exceed the maximum amount of interest permitted to be charged allowed by such applicable Law law. If at any time and from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity amount of interest payable to Administrative Agent or any Obligation is accelerated for Lender on any reason, date shall be computed at the Highest Lawful Rate (as defined below) applicable to Administrative Agent or such Lender pursuant to this Section 2.4(d) and (ii) in respect of any Obligation is prepaid and as a result any amounts held subsequent interest computation period the amount of interest otherwise payable to constitute Administrative Agent or such Lender would be less than the amount of interest are determined payable to Administrative Agent or such Lender computed at the Highest Lawful Rate applicable to Administrative Agent or such Lender, then the amount of interest payable to Administrative Agent or such Lender in respect of such subsequent interest computation period shall continue to be in excess of computed at the legal maximum under Highest Lawful Rate applicable Law, to Administrative Agent or (iii) any such Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread until the total amount of interest throughout payable to Administrative Agent or such Lender shall equal the entire contemplated total amount of interest which would have been payable to Administrative Agent or such Lender if the total amount of interest had been computed without giving effect to this Section 2.4(d). For purposes of this Section 2.4(d), the term of the instruments evidencing the Obligations “applicable law” means that law in accordance with the amounts outstanding effect from time to time thereunder and applicable to the maximum legal loan transaction between Borrower and Lender Group that lawfully permits the charging and collection of the highest permissible, lawful non-usurious rate of interest from time to time in effect under applicable Law in order to lawfully contract foron such loan transaction and this Agreement, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section the term “applicable Law” means the Laws including laws of the State of New York or and, to the Laws extent controlling, laws of the United States of America, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future. For purposes of the Criminal Code (Canadathis Section 2.4(d), in no event shall “Highest Lawful Rate” means, with respect to Administrative Agent or any Lender, the combination of maximum non-usurious interest and costs payable by West Marine Canada pursuant to this Agreement exceed rate, if any, that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended at any time or from time to time (may be contracted for, taken, reserved, charged or received on the “Maximum Amount”) and if any paymentObligations under the laws applicable to Administrative Agent or such Lender which are currently in effect or, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or extent allowed by law, under such applicable laws which may hereafter be applied to the Advances (whether or not due in effect and payable), and not to the payment of which allow a higher maximum non-usurious interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to timerate than applicable laws now allow.

Intent to Limit Charges to Maximum Lawful Rate. The In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower and the Lender Group Group, in executing and Borrowers delivering this Agreement, intend legally to contract in strict compliance with agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates and agrees that none law, then, ipso facto, as of the terms Closing Date, each Borrower is and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, liable only for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the such maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effectas allowed by law, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity of any Obligation is accelerated for any reason, (ii) any Obligation is prepaid and as payment received from a result any amounts held to constitute interest are determined to be in excess of the legal maximum under applicable Law, or (iii) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest Borrower in excess of such legal limit shallmaximum, without penaltywhenever received, shall be promptly applied to reduce the then outstanding principal balance of the related Obligations orAdvances to the extent of such excess. Without limiting the generality of the foregoing, at such Lender’s if any provision of this Agreement would oblige any Loan Party to make any payment of interest or holder’s option, promptly returned other amount payable to Borrower any Lender or the other payor thereof upon Agent in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender or the Agent of “interest” at a “criminal rate” (as such determination. In determining whether terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or not the interest paid or payable, under any specific circumstance, exceeds rate shall be deemed to have been adjusted with retroactive effect to the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully contract for, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section the term “applicable Law” means the Laws of the State of New York or the Laws of the United States of America, whichever Laws allow the greater interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Lender or the Agent of “interest” at a “criminal rate”, such Laws now exist adjustment to be effected, to the extent necessary, as follows: first, by reducing the amount or may rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be changed or amended or come into effect in the future. For paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada), in no event shall the combination . Any provision of interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual would oblige a Loan Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Loan Party, which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time shall be required to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will pay interest on money in arrears at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment same rate of interest as defined payable on principal money not in Section 347 of the Criminal Code (Canada) as amended from time to timearrears.

Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess. The Lender Group and Borrowers all other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates such Persons stipulate and agrees agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, or interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effectMaximum Interest. No Borrower Credit Party nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effectMaximum Interest, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (ia) the maturity of any Obligation is accelerated for any reason, (iib) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum under applicable LawMaximum Interest, or (iiic) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest and other amounts deemed interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effectthe Maximum Interest, then all sums determined to constitute interest in excess of such legal limit the Maximum Interest shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Administrative Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable LawMaximum Interest, the Lender Group and Borrowers shall to the greatest extent permitted under applicable Lawlaw, (ix) characterize any non-principal payment as an expense, fee or premium rather than as interest, (iiy) exclude the voluntary prepayments and the effects thereof, and (iiiz) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law Maximum Interest in order to lawfully contract for, charge, or receive charge the maximum amount of Maximum Interest. In the event applicable law provides for an interest permitted ceiling under applicable Law. As used in this section the term “applicable Law” means the Laws Chapter 303 of the State of New York or Texas Finance Code (the Laws of “Texas Finance Code”) as amended, for that day, the United States of America, whichever Laws allow ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code; provided that if any applicable law permits greater interest, as the law permitting the greatest interest shall apply. To the extent that the interest rate or rates otherwise payable under this Agreement plus any other amounts paid under this Agreement are limited under applicable law, each Lender agrees to limit the interest to which it is otherwise entitled to the Maximum Interest. Such limitation for each Lender for any period shall be in an amount equal to such Laws now exist or may be changed or amended or come into effect in Lender’s Pro Rata Share multiplied by the futuredifference between the Applicable Facility Interest and the Maximum Interest. For purposes of this calculation at any date of determination, any fees or charges included in the Criminal Code (Canada), in no event shall the combination calculation of interest and costs payable by West Marine Canada pursuant not directly related to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 each of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any paymentAdvances, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake Letters of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable)Credit, and not LC Facility Letters of Credit shall be allocated ratably to each based upon the payment outstanding Obligations of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time each compared to timeall Obligations.

Intent to Limit Charges to Maximum Lawful Rate. The Lender Group It is the intention of the parties hereto that Administrative Agent and Borrowers intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof each Lender stipulates and agrees that none shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to Administrative Agent or any Lender under laws applicable to it (including the laws of the terms United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to Administrative Agent or such Lender notwithstanding the other provisions contained of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Obligations, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to Administrative Agent or any Lender that is contracted for, taken, reserved, charged or received by Administrative Agent or such Lender under any of the Loan Documents or agreements or otherwise in connection with the Obligations shall ever under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be construed canceled automatically and if theretofore paid shall be credited by Administrative Agent or such Lender on the principal amount of the Obligations (or, to create a contract the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by Administrative Agent or such Lender, as applicable, to payBorrower); and (ii) in the event that the maturity of the Obligations is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to Administrative Agent or any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by Administrative Agent or such Lender, as applicable, as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by Administrative Agent or such Lender, as applicable, on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by Administrative Agent or such Lender to Borrower). All sums paid or agreed to be paid to Administrative Agent or any Lender for the use, forbearance or detention of moneysums due hereunder shall, to the extent permitted by law applicable to Administrative Agent or such Lender, be amortized, prorated, allocated and spread throughout the full term of the Obligations until payment in full so that the rate or amount of interest in excess on account of any Obligations hereunder does not exceed the maximum amount of interest permitted to be charged allowed by such applicable Law law. If at any time and from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract for, charge, or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity amount of interest payable to Administrative Agent or any Obligation is accelerated for Lender on any reason, date shall be computed at the Highest Lawful Rate (as defined below) applicable to Administrative Agent or such Lender pursuant to this Section 2.5(e) and (ii) in respect of any Obligation is prepaid and as a result any amounts held subsequent interest computation period the amount of interest otherwise payable to constitute Administrative Agent or such Lender would be less than the amount of interest are determined payable to Administrative Agent or such Lender computed at the Highest Lawful Rate applicable to Administrative Agent or such Lender, then the amount of interest payable to Administrative Agent or such Lender in respect of such subsequent interest computation period shall continue to be in excess of computed at the legal maximum under Highest Lawful Rate applicable Law, to Administrative Agent or (iii) any such Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread until the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time payable to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully contract for, charge, or receive the maximum amount of interest permitted under applicable Law. As used in this section the term “applicable Law” means the Laws of the State of New York or the Laws of the United States of America, whichever Laws allow the greater interest, as such Laws now exist or may be changed or amended or come into effect in the future. For purposes of the Criminal Code (Canada), in no event shall the combination of interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to time.Administrative Agent

Intent to Limit Charges to Maximum Lawful Rate. The (a) It is the intent of Lender Group and Borrowers intend the Loan Parties to conform to and contract in strict compliance with all applicable usury law laws from time to time in effect. All agreements (including the Loan Documents) between Lender and any Loan Party are hereby limited by the provisions of this Section 2.4, which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In furtherance thereof each Lender stipulates and agrees that none no way, nor in any event or contingency (including, but not limited to, prepayment, default, demand for payment, or acceleration of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effect. No Borrower nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment maturity of any Obligation obligation), shall ever be liable for unearned the interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully taken, reserved, contracted for, charged, or received under this Agreement, any other Loan Document or otherwise exceed the maximum nonusurious amount permissible under applicable Law law. If, from time any possible construction of this Agreement, any other Loan Document or any other document, interest would otherwise be taken, reserved, contracted for, charged, or payable in excess of the maximum nonusurious amount, any such construction shall be subject to time in effect, and the provisions of this section Section and this Agreement, such other Loan Document, and such other document shall control over all other provisions of be automatically reformed and the Loan Documents which may be in conflict or apparent conflict herewith. The Lender Group expressly disavows any intention to contract interest taken, reserved, contracted for, chargecharged, or collect excessive unearned payable shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If Lender shall ever receive anything of value which is interest or finance charges in the event the maturity of any Obligation is accelerated. If (i) the maturity of any Obligation is accelerated for any reason, (ii) any Obligation is prepaid characterized as interest under applicable law and as a result any amounts held to constitute interest are determined to which would apart from this provision be in excess of the legal maximum under applicable Lawlawful nonusurious amount, or (iii) any Lender or any other holder of any or all of an amount equal to the Obligations shall otherwise collect moneys which are determined to constitute interest amount which would otherwise increase the have been excessive interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal reduction of the related Obligations or(other than accrued interest) and not to the payment of interest, at or refunded to the applicable Loan Party if and to the extent such Lender’s amount which would have been excessive exceeds such unpaid principal. The right to accelerate maturity of the Obligations does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to charge or holder’s option, promptly returned to Borrower or receive any unearned interest in the other payor thereof upon such determinationevent of acceleration. In determining whether or not the All interest paid or payableagreed to be paid to Lender shall, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, the Lender Group shall to the greatest extent permitted under by applicable Lawlaw, (i) characterize any non-principal payment as an expensebe amortized, fee or premium rather than as interestprorated, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, allocated and spread throughout the total full stated term (including any renewal or extension) of the Obligations so that the amount of interest throughout the entire contemplated term on account of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and does not exceed the maximum legal rate of interest from time to time in effect under nonusurious amount permitted by applicable Law in order to lawfully contract for, charge, or receive the maximum amount of interest permitted under applicable Lawlaw. As used in this section Section, the term “applicable Lawlaw” means the Laws of the State of New York or the Laws of the United States of America, whichever Laws allow the greater interest, shall mean such laws as such Laws they now exist or may be changed or amended or come into effect in the future. For purposes of As used in this Section, the Criminal Code (Canada)term “interest” includes all amounts that constitute, in no event shall the combination of are deemed, or are characterized as interest and costs payable by West Marine Canada pursuant to this Agreement exceed that rate which is 1% less then the effective annual rate of interest which is prohibited under Section 347 of the Criminal Code (Canada) as amended from time to time (the “Maximum Amount”) and if any payment, collection or demand payable by West Marine Canada pursuant to this Agreement is determined to exceed the Maximum Amount then such payment, collection or demand will be deemed to have been made by mutual mistake of the Loan Party and the Lender and the amount of such payment or collection will at the option of the Lender, be refunded to the relevant Loan Party or be applied to the Advances (whether or not due and payable), and not to the payment of interest as defined in Section 347 of the Criminal Code (Canada) as amended from time to timeapplicable law.