Common use of Limitation of Interest Clause in Contracts

Limitation of Interest. It is the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of the State of California, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document that conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation that constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest that would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate, at which time the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions of this Agreement or any other Loan Documents Document that directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s obligations to such Lender, effective as of the date or dates when the event occurs that causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Designated Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (i) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (ii) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower and Lender to conform strictly to applicable laws governing the maximum rate of interest and other charges payable, including usury laws. Accordingly, if the transactions contemplated hereby would be usurious under violate any such applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that the maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) ). In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is Borrower and the Lenders intend to strictly comply with all applicable federal and Texas laws, including applicable usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents despite the intention and desire of each Borrower and Lender the parties to conform strictly to applicable apply the usury lawslaws of the State of Texas). Accordingly, the provisions of this SECTION 11.7 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenPROVIDED that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable law, laws (if any) of the United States or of any other jurisdiction, provided or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document (including, without limitation, SECTION 9.1 hereof) which directly or otherwise indirectly relate to interest shall ever be construed without reference to this SECTION 11.7, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Ceiling Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited PRO TANTO against the then-outstanding principal balance of Borrower's obligations to principal (or if the principal portion such Lender, effective as of the Loan date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower The parties hereto intend to strictly comply with all applicable federal and Lender to conform strictly to Texas laws, including applicable usury lawslaws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents). Accordingly, the provisions of this Section 11.7 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Agent or any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable law, laws (if any) of the United States or of any other jurisdiction, provided or (b) total interest in excess of the amount which such Person could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document (including, without limitation, Section 9.1 hereof) which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 11.7, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Ceiling Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason Agent or any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Person, it shall be credited pro tanto against the then-outstanding principal balance of Borrower's obligations to principal (or if the principal portion such Person, effective as of the Loan date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower other Credit Parties and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws, if any. Accordingly, the provisions of this Section 10.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided, in that eventthat, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any shall be amortized, prorated, allocated and spread, in equal or in unequal parts during the full term of the Term Loans and the Term Loan Document or otherwise in connection with Commitments so that interest for the Loan shall under no circumstances entire term does not exceed the maximum amount of interest allowed by applicable lawHighest Lawful Rate. In no event shall the Borrower, and any excess shall other Credit Party or any other Person be credited obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of Agent or any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (Y) any interest in excess of the maximum amount of nonusurious interest allowed by applicable lawpermitted under the laws of the United Stales or of any state, if any, provided which are applicable to the Agent or such Lender, respectively, or (Z) total interest in excess of the amount which the Agent or such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Term Loans at the Highest Lawful Rate, if any, applicable to the Agent or such Lender. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 10.6, or be construed to create a contract to pay any Lender for the Loan Documents use, forbearance or otherwise detention of money at an interest rate in excess of the Highest Lawful Rate applicable to such Lender. If the term of any Term Loans or the Term Notes is shortened by reason of acceleration of maturity as a result of any Default or Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Agent or any Lender at any time is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate applicable to the Agent or such Lender, then and in any such event all of any such excess interest owed to or received by the Agent or such Lender shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Obligations to the Agent or such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full 105 prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall any Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers’ Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenlaw; provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrowers or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (i) any interest in excess of the maximum amount of non-usurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (ii) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers’ obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Agent and Lender the Banks intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 3.5 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 3.5, even if such provision declares that it controls. As used in this Section 3.5, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall a Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Bank could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 3.5, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Bank at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Bank, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers’ obligations to such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It The provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenlaw; provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower Borrowers, Agent and Lender Lenders intend to conform strictly to comply with all Applicable Laws, including applicable usury laws. Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenApplicable Law, provided that, to the maximum extent permitted by Applicable Law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall any default hereunder Borrower or otherwiseany other Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (y) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the Applicable Laws (if any) of the United States or of any applicable lawstate, or (z) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to against the then-outstanding principal (or if the principal portion balance of the Loan obligations of the applicable Borrower or Borrowers to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenlaw; provided that, to the maximum extent permitted by applicable law, any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrowers or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (i) any interest in excess of the maximum amount of non-usurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (ii) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers’ obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is Borrower and the Lenders intend to strictly comply with all applicable federal and New York laws, including applicable usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents despite the intention and desire of each Borrower and Lender the parties to conform strictly to applicable apply the usury lawslaws of the State of New York). Accordingly, the provisions of this Section 11.7 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of New York or the applicable law, laws (if any) of the United States or of any other jurisdiction, provided or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document (including, without limitation, Section 9.1 hereof) which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 11.7, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Ceiling Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of Borrower's obligations to principal (or if the principal portion such Lender, effective as of the Loan date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Mezzanine Borrower and Mezzanine Lender to conform strictly to applicable laws governing the maximum rate of interest and other charges payable, including without limitation usury laws. Accordingly, if the transactions contemplated hereby would be usurious under violate any such applicable law, then, in that event, notwithstanding anything to the contrary in any Mezzanine Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Mezzanine Loan Document or otherwise in connection with the Mezzanine Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Mezzanine Lender (or if the Mezzanine Loan shall have been paid in full, refunded to any Mezzanine Borrower); and (ii) in the event that maturity of the Mezzanine Loan is accelerated by reason of an election by Mezzanine Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Mezzanine Loan Documents or otherwise shall be cancelled canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Mezzanine Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Mezzanine Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Mezzanine Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Mezzanine Loan so that the interest rate is uniform throughout the entire term of the Mezzanine Loan; provided, that if the Mezzanine Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Mezzanine Lender shall refund to any Mezzanine Borrower the amount of such excess, and in such event, Mezzanine Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable Laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenLaw, provided that, to the maximum extent permitted by applicable Law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawLaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The parties to the intention of each Borrower and Lender Credit Documents intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this SECTION 12.8 shall govern and control over every other provision of any Credit Document which conflicts or is inconsistent with this SECTION 12.8, even if such provision declares that it controls. As used in this SECTION 12.8, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term "interest" includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is law; PROVIDED that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest and (b) all interest at any time contracted for, taken, reserved, contracted forretained, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts, during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Loans and the Commitments. In no event shall the Company or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Agent or any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawtake, and receive or retain, any interest in excess of the maximum amount of nonusurious interest allowed by permitted under applicable law. None of the terms and provisions contained in any Credit Document which directly or indirectly relate to interest shall ever be construed without reference to this SECTION 12.8, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "STATED RATE") called for under any Credit Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate, whereupon the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the Loan Documents calendar year for which such calculation is being made. If the term of any of the Notes is shortened by reason of acceleration of maturity as a result of any Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Agent or any Bank at any time, including the stated maturity, is owed or receives, reserves or takes (and/or has received, reserved or taken) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Bank, it shall be credited to PRO TANTO against the then-outstanding principal (or if the principal portion balance of the Loan Company's obligations to the Agent or such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Obligors and the intention of each Borrower and Lender Banks intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 13.10 shall govern and control over every other provision of this Agreement or any other Credit Document which conflicts or is inconsistent with this Section 13.10, even if such provision declares that it controls. As used in this Section 13.10, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term "interest" includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenlaw; provided, that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall any default hereunder Obligor or otherwiseany other Person be obligated to pay, or in the event of Agent or any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and any interest in excess of the maximum amount of nonusurious interest allowed permitted under applicable law. None of the terms and provisions contained in this Agreement or in any other Credit Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 13.10, or be construed to create a contract to pay interest at a rate in excess of the maximum nonusurious rate permitted by applicable law. If for any reason any Bank at any time, including the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the maximum nonusurious rate permitted by applicable law, if any, provided for then and in the Loan Documents or otherwise any such event all of any such excess interest shall be cancelled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Bank, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Obligations to such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Company, the intention of each Borrower Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 9.16 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 9.16, even if such provision declares that it controls. As used in this Section 9.16, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Company or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any other applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for in the Loan Documents under this Agreement or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall have been paid in full, refunded to any Borrower.) In determining whether or not accrue shall automatically be fixed by operation of this sentence at the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereofHighest Lawful Rate for that day, and (b) amortize, prorate, allocate and spread, in equal parts, shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest throughout accrued equals the entire contemplated term total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the Loan so that immediately preceding sentence shall again automatically operate to limit the interest rate accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is uniform throughout the entire term being made. None of the Loan; providedterms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 9.16, that if the Loan is paid and performed in full prior or be construed to the end of the full contemplated term hereof, and if the interest received create a contract to pay for the actual period use, forbearance or detention of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving money at an interest rate in excess of the maximum amount allowed by applicable law.Highest

Limitation of Interest. It is The Borrower, the intention of each Borrower other Credit Parties and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws, if any. Accordingly, the provisions of this Section 10.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided, in that eventthat, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document shall be amortized, prorated, allocated and spread, in equal or otherwise in connection with unequal parts during the Loan shall under no circumstances full term of the Loans and the Revolving Credit Commitments so that interest for the entire term does not exceed the maximum amount of interest allowed by applicable lawHighest Lawful Rate. In no event shall the Borrower, and any excess shall other Credit Party or any other Person be credited obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of Agent or any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (Y) any interest in excess of the maximum amount of nonusurious interest allowed by applicable lawpermitted under the laws of the United Stales or of any state, if any, provided which are applicable to the Agent or such Lender, respectively, or (Z) total interest in excess of the amount which the Agent or such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Loans at the Highest Lawful Rate, if any, applicable to the Agent or such Lender. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 10.6, or be construed to create a contract to pay any Lender for the Loan Documents use, forbearance or otherwise detention of money at an interest rate in excess of the Highest Lawful Rate applicable to such Lender. If the term of any Loans or the Notes is shortened by reason of acceleration of maturity as a result of any Default or Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Agent or any Lender at any time is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate applicable to the Agent or such Lender, then and in any such event all of any such excess interest owed to or received by the Agent or such Lender shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Obligations to the Agent or such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.25 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.25, even if such provision declares that it controls. As used in this Section 2.25, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable lawlaws (if any) of the U.S. or of any other applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for in the Loan Documents under this Agreement or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall have been paid in full, refunded to any Borrower.) In determining whether or not accrue shall automatically be fixed by operation of this sentence at the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereofHighest Lawful Rate for that day, and (b) amortize, prorate, allocate and spread, in equal parts, shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest throughout accrued equals the entire contemplated term total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the Loan so that immediately preceding sentence shall again automatically operate to limit the interest rate is uniform throughout accrual rate. The daily interest rates to be used in calculating interest at the entire term Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received calendar year for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.which

Limitation of Interest. It is The Borrower, the intention of each Borrower other Credit Parties and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws, if any. Accordingly, the provisions of this Section 10.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided, in that eventthat, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any shall be amortized, prorated, allocated and spread, in equal or in unequal parts during the full term of the Term Loans and the Term Loan Document or otherwise in connection with Commitments so that interest for the Loan shall under no circumstances entire term does not exceed the maximum amount of interest allowed by applicable lawHighest Lawful Rate. In no event shall the Borrower, and any excess shall other Credit Party or any other Person be credited obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of Agent or any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (Y) any interest in excess of the maximum amount of nonusurious interest allowed by applicable lawpermitted under the laws of the United Stales or of any state, if any, provided which are applicable to the Agent or such Lender, respectively, or (Z) total interest in excess of the amount which the Agent or such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Loans at the Highest Lawful Rate, if any, applicable to the Agent or such Lender. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 10.6, or be construed to create a contract to pay any Lender for the Loan Documents use, forbearance or otherwise detention of money at an interest rate in excess of the Highest Lawful Rate applicable to such Lender. If the term of any Loans or the Term Notes is shortened by reason of acceleration of maturity as a result of any Default or Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Agent or any Lender at any time is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate applicable to the Agent or such Lender, then and in any such event all of any such excess interest owed to or received by the Agent or such Lender shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Obligations to the Agent or such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Agents, and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.9 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.9, even if such provision declares that it controls. As used in this Section 2.9, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits, or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed extent permitted by applicable law, and (a) any excess non-principal payment shall be credited to principal by Lender (characterized as an expense or if as compensation for something other than the Loan shall have been paid in fulluse, refunded to any Borrower); forbearance, or detention of money and not as interest and (iib) all interest at any time contracted for, reserved, charged, or received shall be amortized, prorated, allocated, and spread, in equal parts during the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrowers or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive, and or retain, (i) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of California or the applicable lawlaws (if any) of the U.S. or of any other applicable state or (ii) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained, or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.9, or be construed to create a contract to pay for the use, forbearance, or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment, or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then outstanding principal (or if the principal portion balance of the Loan Borrowers’ obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is All agreements and transactions among the intention of each Borrower Makers and Lender to conform strictly to applicable usury laws. Accordinglythe Payee, if the transactions contemplated hereby would be usurious under applicable lawwhether now existing or hereafter arising, then, in that event, notwithstanding anything to the contrary whether contained herein or in any Loan Documentother instrument, it is agreed as follows: (i) and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the aggregate maturity hereof, late payment, prepayment, or otherwise, shall the amount of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document by the Payee from the Makers for the use, forbearance, or otherwise in connection with detention of the Loan shall under no circumstances principal indebtedness or interest hereof, which remains unpaid from time to time, exceed the maximum Maximum Lawful Rate, it particularly being the intention of the parties hereto to conform strictly to the applicable usury laws of the Statx xx Xxxxx (xx xxxxxxxxxx Xxxxxx Xxxxxx xxx to the extent that it permits the Payee to contract for, charge or receive a greater amount of interest allowed than under Texas law). Any interest payable hereunder or under any other instrument relating to the indebtedness evidenced hereby that is in excess of the Maximum Lawful Rate, shall, in the event of acceleration of maturity, late payment, prepayment, or otherwise, be applied to a reduction of the unrepaid indebtedness hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of such unrepaid indebtedness, such excess shall be refunded to the Makers. To the extent not prohibited by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity determination of the Loan is accelerated Maximum Lawful Rate shall at all times be made by reason of an election by Lender resulting from any default hereunder or otherwiseamortizing, or in the event of any required or permitted prepaymentprorating, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, allocating and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, spreading in equal parts, parts during the total amount of interest throughout the entire contemplated full term of this loan, all interest at any time contracted for, charged or received from the Loan Makers in connection with this loan, so that the actual rate of interest rate on account of such indebtedness is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable lawthereof.

Limitation of Interest. It is the intention of each Borrower Borrower, Guarantor and Lender intend to conform strictly to comply with all applicable federal and state laws, including applicable usury lawslaws (or the usury laws of any jurisdiction whose usury laws are deemed to apply the usury laws of the State of Texas. Accordingly, the provisions of this Section 8.9 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term interest includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed extent permitted by applicable law, and (a) any excess non-principal payment shall be credited to principal by Lender (characterized as an expense or if as compensation for something other than the Loan shall have been paid in fulluse, refunded to any Borrower); forbearance or detention of money and not as interest, and (iib) all interest at any time contracted for, reserved charged or received shall be amortized, prorated, allocated and spread, in equal parts during the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Lender have any required right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable lawlaws (if any) of the United States or of any other state, or (b) total interest in excess of the amount which Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Ceiling Rate. On each day, if anythe Ceiling Rate, provided the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Ceiling Rate for that day, and shall remain fixed at the Ceiling Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such Ceiling Rate imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Ceiling Rate; in which case, the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate to the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 8.9, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Ceiling Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to Lender, it shall be credited pro tanto against the then outstanding principal balance of Borrower’s obligations to principal (or if the principal portion lender, effective as of the Loan date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all Applicable Laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenApplicable Law, provided that, to the maximum extent permitted by Applicable Law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of no usurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and, to the extent lawful, shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower Mortgagor and Lender Mortgagee to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender Mortgagee (or if the Loan shall have been paid in full, refunded to any BorrowerMortgagor); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender Mortgagee resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any BorrowerMortgagor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender Mortgagee shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender Mortgagee shall refund to any Borrower Mortgagor the amount of such excess, and in such event, Lender Mortgagee shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.17 shall govern and control over every other provision of this Agreement and the Related Documents which conflicts or is inconsistent with this Section 2.17, even if such provision declares that it controls. As used in this Section 2.17, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (y) any interest in excess of the maximum amount of non-usurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (z) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any Related Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement and the Related Documents which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.17, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Revolving Loan or any other Obligation outstanding hereunder or under the Related Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Administrative Agent, the LC Issuers and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.24 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.24, even if such provision declares that it controls. As used in this Section 2.24, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in any Loan Documentmaximum extent permitted by applicable law, it is agreed as follows: (i) any non-principal payment shall be characterized as an expense or as compensation for something other than the aggregate use, forbearance or detention of money and not as interest, and (ii) all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrowers or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender or permitted prepaymentany LC Issuer have any right or privilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (iii) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable lawlaws (if any) of the United States or of any other applicable state, or (iv) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.24, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers' obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term its payor. Chapter 346 of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable lawTexas Finance Code (which regulates certain revolving credit accounts (formerly Tex. Rev. Civ.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document that conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation that constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount that such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate, at which time the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions of this Agreement or in any other Loan Documents Document that directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s obligations to such Lender, effective as of the date or dates when the event occurs that causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Company and the intention of each Borrower and Lender Banks intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 13.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be character ized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Company or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the Province of Alberta or the applicable lawlaws (if any) of Canada or of any other applicable jurisdiction, or (b) total interest in excess of the amount which such Bank could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 13.6, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Bank at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Bank, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Company's obligations to such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each The Borrower and the Lender intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 9.20 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenPROVIDED that, in that eventto 61 63 the maximum extent permitted by applicable law, notwithstanding anything to (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the contrary in use, forbearance or detention of money and not as interest, and (b) all interest at any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is takentime contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Loans and the Commitment. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Lender have any required right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (Y) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable lawlaws (if any) of the United States or of any other state, or (Z) total interest in excess of the amount which the Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Loans at the Highest Lawful Rate. On each day, if any, provided that the Stated Rate or such other rate, respectively, or any rate called for under any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate or such other rate, respectively, unless and until the Stated Rate or such other rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 9.20, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loans or the Note is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Lender at any time, including the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower's obligations to the Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is (a) The Borrowers, the intention of each Borrower other Credit Parties and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws, if any. Accordingly, the provisions of this Section 10.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided, in that eventthat, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document shall be amortized, prorated, allocated and spread, in equal or otherwise in connection with unequal parts during the Loan shall under no circumstances full term of the Loans and the Revolving Credit Commitments so that interest for the entire term does not exceed the maximum amount of interest allowed by applicable law, and any excess Highest Lawful Rate. In no event shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from , any default hereunder other Credit Party or otherwiseany other Person be obligated to pay, or in the event of any required Agent or permitted prepaymentany Lender have any right or privilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (Y) any interest in excess of the maximum amount of nonusurious interest allowed by applicable lawpermitted under the laws of the United Stales or of any state, if any, provided which are applicable to such Agent or such Lender, respectively, or (Z) total interest in excess of the amount which such Agent or such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Loans at the Highest Lawful Rate, if any, applicable to such Agent or such Lender. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 10.6, or be construed to create a contract to pay any Agent or any Lender for the Loan Documents use, forbearance or otherwise detention of money at an interest rate in excess of the Highest Lawful Rate applicable to such Agent or such Lender. If the term of any Loans or the Notes is shortened by reason of acceleration of maturity as a result of any Default or Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Agent or any Lender at any time is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate applicable to such Agent or such Lender, then and in any such event all of any such excess interest owed to or received by such Agent or such Lender shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Agent or such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan applicable Obligations to such Agent or such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower and the Lenders intend to strictly comply with all applicable federal and Texas laws, including applicable usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Notes or any other Loan Documents despite the intention and desire of each Borrower and Lender the parties to conform strictly to applicable apply the usury lawslaws of the State of Texas). Accordingly, the provisions of this Section 11.7 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable lawlaws (if any) of the United States or of any other state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Ceiling Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for in the Loan Documents under this Agreement or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting Loan Document exceeds the Ceiling Rate, the rate at which interest shall have been paid in full, refunded to any Borrower.) In determining whether or not accrue shall automatically be fixed by operation of this sentence at the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereofCeiling Rate for that day, and (b) amortize, prorate, allocate and spread, in equal parts, shall remain fixed at the Ceiling Rate for each day thereafter until the total amount of interest throughout accrued equals the entire contemplated term total amount of interest which would have accrued if there were no such ceiling rate imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Ceiling Rate, in which case, the provisions of the Loan so that immediately preceding sentence shall again automatically operate to limit the interest accrual rate to the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate per annum by the number of days in the calendar year for which such calculation is uniform throughout the entire term being made. None of the Loan; providedterms and provisions contained in this Agreement or in any other Loan Document (including, that if the Loan is paid and performed in full prior without limitation, Section 9.1 hereof) which directly or indirectly relate to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not ever be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.construed without

Limitation of Interest. It is The Borrower, the intention of each Borrower Designated Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the 4887-5363-3879v24887-5363-3879v.5 Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention intent of each Borrower Grantor and Lender Beneficiary in the execution of this Deed of Trust and the Note and all other Loan Documents to conform strictly to applicable contract in strict compliance with the usury lawslaws of the State of Washington governing the Note. AccordinglyIn furtherance thereof, if Beneficiary and Grantor stipulate and agree that none of the transactions contemplated hereby would be usurious under applicable law, then, terms and provisions contained herein or in that event, notwithstanding anything to the contrary Note or in any Loan DocumentDocument shall ever be construed to create a contract for the use, it is agreed as follows: (i) the aggregate forbearance or detention of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount money requiring payment of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest at a rate in excess of the maximum amount of interest allowed rate permitted to be charged by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as laws of the date State of such acceleration Washington. Grantor, or prepayment andany guarantor, if theretofore prepaid, shall be credited to principal (endorser or if other party now or hereafter becoming liable for the principal portion payment of the Loan and any other amounts not constituting Note shall never be required to pay interest shall have been paid in full, refunded to any Borrower.) In determining whether or not on the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest Note at a rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed interest that may be lawfully charged under the laws of the State of Washington and the provisions of this Section shall control over all other provisions of the Note and any other instrument executed in connection herewith which may be in apparent conflict herewith. If, from any circumstances whatsoever fulfillment of any provision of the Note, this Deed of Trust or any Loan Document, at the time performance of such provision shall be due, shall involve transcending the limit on interest presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then Beneficiary may, at its option (a) reduce the obligations to be fulfilled to such limit on interest, or (b) apply the amount that would exceed such limit on interest to the reduction of the outstanding principal balance of the Note, and not to the payment of interest, with the same force and effect as though Grantor had specifically designated such sums to be so applied to principal and Beneficiary had agreed to accept such extra payment(s) as a prepayment without a fee, so that in no event shall any exaction be possible under the Note that is in excess of the applicable limit on interest. If a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted to Grantor by Beneficiary, and Grantor hereby agrees to accept such remittance.

Limitation of Interest. All agreements between Borrower and Beneficiary are expressly limited so that in no contingency or event whatsoever whether by reason of advancement of the proceeds of the Indebtedness, acceleration of maturity of the Indebtedness hereof, or otherwise, shall the amount paid or agreed to be paid to the Beneficiary for the use, forbearance, or detention of the money to be advanced hereunder exceed the highest rate permissible under the laws of the State of Texas and of the United States, and in particular the Texas Finance Code, as amended (to the extent not preempted by Federal law, if any) and any subsequent revisions repeals, or judicial interpretations thereof, to the extent any of same are applicable hereto and thereto. If, from any circumstance whatsoever, fulfillment of any provisions hereof or of the Indebtedness or any other agreement referred to herein or therein shall, at the time fulfillment of such provision be due, involve transcending the limit of validity prescribed by law that a court of competent jurisdiction may deem applicable hereto, then ipso facto the obligations to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the Beneficiary shall ever receive as interest an amount which would be excessive interest, it shall: (a) be applied to the reduction of the unpaid principal balance of the Indebtedness; or (b) be refunded to Borrower and not to the payment of interest. It is further agreed, without limitation of the intention foregoing, that all calculations of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate rate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged charged, or received under any Loan Document on the Indebtedness evidenced or otherwise in connection with secured hereby that are made for the Loan shall under no circumstances exceed purpose of determining whether such rate exceeds the maximum amount of interest allowed lawful contract rate, shall be made, to the extent permitted by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in fullamortizing, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwiseprorating, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawallocating, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest spreading throughout the entire contemplated full stated term of the Loan Indebtedness so that the such rate of interest rate on account of such Indebtedness, as so calculated, is uniform throughout the entire term thereof. This provision shall control every other provision of all agreements between Borrower and the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable lawBeneficiary.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Agent, and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.9 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.9, even if such provision declares that it controls. As used in this Section 2.9, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits, or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed extent permitted by applicable law, and (a) any excess non-principal payment shall be credited to principal by Lender (characterized as an expense or if as compensation for something other than the Loan shall have been paid in fulluse, refunded to any Borrower); forbearance, or detention of money and not as interest and (iib) all interest at any time contracted for, reserved, charged, or received shall be amortized, prorated, allocated, and spread, in equal parts during the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrowers or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive, and or retain, (i) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of California or the applicable lawlaws (if any) of the U.S. or of any other applicable state or (ii) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained, or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.9, or be construed to create a contract to pay for the use, forbearance, or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment, or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then outstanding principal (or if the principal portion balance of the Loan Borrowers' obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The parties to the intention of each Borrower and Lender Credit Documents intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this SECTION 12.8 shall govern and control over every other provision of any Credit Document which conflicts or is inconsistent with this SECTION 12.8, even if such provision declares that it controls. To the transactions contemplated hereby would be usurious under maximum extent permitted by applicable law, then(a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, in that eventforbearance or detention of money and not as interest and (b) all interest at any time contracted for, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted forretained, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts, during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Loans and the Commitments. In no event shall the Company or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Agent or any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawtake, and receive or retain, any interest in excess of the maximum amount of nonusurious interest allowed by permitted under applicable law. If the term of any of the Notes is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if anyfor that (or any other) reason the Agent or any Bank at any time, provided for including the stated maturity, is owed or receives (and/or has reserved, taken or received) interest in excess of interest calculated at the Loan Documents or otherwise Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Bank, it shall be credited to PRO TANTO against the then-outstanding principal (or if the principal portion balance of the Loan Company's obligations to the Agent or such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower ---------------------- Borrower, Operator and Mezzanine Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Mezzanine Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Mezzanine Loan Document or otherwise in connection with the Mezzanine Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Mezzanine Lender (or if the Mezzanine Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Mezzanine Loan is accelerated by reason of an election by Mezzanine Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Mezzanine Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Mezzanine Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) ). In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Mezzanine Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Mezzanine Loan so that the interest rate is uniform throughout the entire term of the Mezzanine Loan; provided, that if the Mezzanine Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Mezzanine Lender shall refund to any Borrower the amount of such excess, and in such event, Mezzanine Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower ---------------------- Borrower, Operator and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) ). In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full 132 prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.17 shall govern and control over every other provision of this Agreement and the Related Documents which conflicts or is inconsistent with this Section 2.17, even if such provision declares that it controls. As used in this Section 2.17, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (y) any interest in excess of the maximum amount of non-usurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (z) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for in under this Agreement or any Related Document exceeds the Loan Documents or otherwise shall be cancelled automatically as of Highest Lawful Rate, the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting rate at which interest shall have been paid in full, refunded to any Borrower.) In determining whether or not accrue shall automatically be fixed by operation of this sentence at the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereofHighest Lawful Rate for that day, and (b) amortize, prorate, allocate and spread, in equal parts, shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest throughout accrued equals the entire contemplated term total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the Loan so that immediately preceding sentence shall again automatically operate to limit the interest rate accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is uniform throughout the entire term being made. None of the Loan; providedterms and provisions contained in this Agreement and the Related Documents which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.17, that if the Loan is paid and performed in full prior or be construed to the end of the full contemplated term hereof, and if the interest received create a contract to pay for the actual period use, forbearance or detention of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving money at an interest rate in excess of the maximum amount allowed by applicable law.Highest

Limitation of Interest. It is the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) 102 In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is (a) The Borrowers, the intention of each Borrower other Credit Parties and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws, if any. Accordingly, the provisions of this Section 10.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided, in that eventthat, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document shall be amortized, prorated, allocated and spread, in equal or otherwise in connection with unequal parts during the Loan shall under no circumstances full term of the Loans and the Revolving Credit Commitments so that interest for the entire term does not exceed the maximum amount of interest allowed by applicable law, and any excess Highest Lawful Rate. In no event shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from , any default hereunder other Credit Party or otherwiseany other Person be obligated to pay, or in the event of any required Agent or permitted prepaymentany Lender have any right or privilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (Y) any interest in excess of the maximum amount of nonusurious interest allowed by applicable lawpermitted under the laws of the United Stales or of any state, if any, provided which are applicable to such Agent or such Lender, respectively, or (Z) total interest in excess of the amount which such Agent or such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Loans at the Highest Lawful Rate, if any, applicable to such Agent or such Lender. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be 128 construed without reference to this Section 10.6, or be construed to create a contract to pay any Agent or any Lender for the Loan Documents use, forbearance or otherwise detention of money at an interest rate in excess of the Highest Lawful Rate applicable to such Agent or such Lender. If the term of any Loans or the Notes is shortened by reason of acceleration of maturity as a result of any Default or Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Agent or any Lender at any time is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate applicable to such Agent or such Lender, then and in any such event all of any such excess interest owed to or received by such Agent or such Lender shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Agent or such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan applicable Obligations to such Agent or such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers and the intention of each Borrower and Lender Banks intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 12.10 shall govern and control over every other provision of this Agreement or any other Credit Document which conflicts or is inconsistent with this Section 12.10, even if such provision declares that it controls. As used in this Section 12.10, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term "interest" includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenlaw; provided, that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall any default hereunder Borrower or otherwiseany other Person be obligated to pay, or in the event of Agent or any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and any interest in excess of the maximum amount of nonusurious interest allowed permitted under applicable law. None of the terms and provisions contained in this Agreement or in any other Credit Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 12.10, or be construed to create a contract to pay interest at a rate in excess of the maximum nonusurious rate permitted by applicable law. If for any reason any Bank at any time, including the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the maximum nonusurious rate permitted by applicable law, if any, provided for then and in the Loan Documents or otherwise any such event all of any such excess interest shall be cancelled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Bank, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Obligations to such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each The Borrower and Lender the Banks intend to conform strictly to ---------------------- comply with all applicable laws, including applicable usury laws, if any. Accordingly, the provisions of this Section 10.7 shall govern and control over ------------ every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided, in that eventthat, notwithstanding anything to the contrary in maximum extent permitted -------- by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document shall be amortized, prorated, allocated and spread, in equal or otherwise in connection with unequal parts throughout the Loan shall under no circumstances entire contemplated term of the Advances and the Commitments so that interest for the entire term does not exceed the maximum amount of interest allowed by applicable law, and Maximum Rate. In no event shall the Borrower or any excess shall other Person be credited obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of Agent or any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (i) any interest in excess of the maximum amount of nonusurious interest allowed by applicable lawpermitted under the laws of the United States or of any state, if any, provided which are applicable to the Agent or such Bank, respectively, or (ii) total interest in excess of the amount which the Agent or such Bank could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Advances at the Maximum Rate, if any, applicable to the Agent or such Bank. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 10.7, or be construed to create a contract to pay any ------------ Bank for the Loan Documents use, forbearance or otherwise detention of money at an interest rate in excess of the Maximum Rate applicable to such Bank. If the term of any Advances or the Notes is shortened by reason of acceleration of maturity as a result of any Default or Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Agent or any Bank at any time is owed or receives (and/or has received) interest in excess of interest calculated at the Maximum Rate applicable to the Agent or such Bank, then and in any such event all of any such excess interest owed to or received by the Agent or such Bank shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Bank, it shall be credited pro tanto against the then-outstanding principal balance of --------- the Borrower's obligations to principal (the Agent or if the principal portion such Bank, effective as of the Loan date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention intent of each the Borrower and Lender the Lenders in the execution and performance of this Agreement and all matters incidental and related hereto and the other Loan Documents or any agreement or instrument executed in connection herewith or therewith or with any Indebtedness of the Borrower to conform strictly the Lenders to remain in strict compliance with all laws applicable to the Lenders from time to time in effect, including, without limitation, usury laws. AccordinglyIn furtherance hereof, if the transactions contemplated hereby would be usurious under applicable law, then, in Borrower and the Lenders stipulate and agree that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity none of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder terms and provisions contained in or otherwise, pertaining to this Agreement or in the event other Loan Documents or any other agreement or instrument ("Other Agreement") executed in connection herewith or with any Indebtedness of any required the Borrower to the Lenders shall ever be construed to create a contract to pay for the use, forbearance or permitted prepayment, then such consideration that constitutes detention of money with interest may never include more than the maximum at a rate or in an amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest permitted to be charged by the Lenders under all laws in effect and applicable to the Lenders (the "Maximum Rate"). For purposes of this Agreement and the Notes, "interest" shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the respective laws in effect and applicable to the Lenders that are contracted for, chargeable, receivable (whether received or deemed to have been received) or taken under this Agreement or the Notes or any Other Agreement. The Borrower shall not be required to pay interest hereunder or on any Note or any Other Agreement at a rate or in an amount in excess of the Maximum Rate with respect to the Lenders or the maximum amount of interest that may be lawfully charged by the Lenders under any law which is in effect and applicable to the Lenders, and the provisions of this Section 9.20 shall control over all other provisions of this Agreement and the Notes or any Other Agreement which may be in apparent conflict herewith. If the effective rate or amount of interest which would otherwise be payable under this Agreement or any Note or any Other Agreement, or all of them, would exceed the Maximum Rate for the Lenders or the maximum amount of interest the Lenders or any holder of any Note or any Other Agreement is allowed by the relevant applicable lawlaw to charge, if anycontract for, provided for take or receive or in the Loan Documents event the Lenders or otherwise any holder of any Note or any Other Agreement shall charge, contract for, take or receive monies that are deemed to constitute interest which could, in the absence of this provision, increase the effective rate or amount of interest payable under this Agreement or any Note or any Other Agreement, or all of them, to a rate or amount in excess of that permitted to be cancelled automatically as charged, contracted for, taken or received under the applicable laws then in effect with respect to the Lenders, then the principal amount of the date Notes or the obligations of such acceleration the Borrower to the Lenders under this Agreement, the Notes or prepayment and, if theretofore prepaidany Other Agreement or the amount of interest which would otherwise be payable to or for the account of the Lenders under this Agreement or the Notes or any Other Agreement or all of them, shall be reduced to the amount allowed under said laws as now or hereafter construed by the courts having jurisdiction, and all such monies so charged, contracted for, or received that are deemed to constitute interest in excess of the Maximum Rate for the Lenders or maximum amount of interest permitted by the relevant applicable laws shall be immediately returned to or credited to principal (or if the principal portion account of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) Borrower upon such determination. In determining whether or not the interest paid or payable under any specific contingency exceeds exceed the maximum amount allowed by applicable lawMaximum Rate, Lender the Borrower and the Lenders shall, to the maximum extent permitted under by applicable law law, (ai) exclude voluntary prepayments characterize any non-principal payment as an expense, fee (excluding attorneys' and the effects thereof, accountants' fees) or premium rather than interest and (bii) amortize, prorate, allocate and spread, in equal parts, parts during the total amount of interest throughout the entire contemplated full term of the Loan so that the relevant Note, all interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to at any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting time contracted for, charging charged or receiving interest received in excess of connection with the maximum amount allowed by applicable lawrelevant Note.

Limitation of Interest. It is the intention intent of each the Borrower and Lender ---------------------- the Lenders in the execution and performance of this Agreement and all matters incidental and related hereto and the other Loan Documents or any agreement or instrument executed in connection herewith or therewith or with any Indebtedness of the Borrower to conform strictly the Lenders to remain in strict compliance with all laws applicable to the Lenders from time to time in effect, including, without Limitation, usury laws. AccordinglyIn furtherance hereof, if the transactions contemplated hereby would be usurious under applicable law, then, in Borrower and the Lenders stipulate and agree that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity none of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder terms and provisions contained in or otherwise, pertaining to this Agreement or in the event other Loan Documents or any other agreement or instrument ("Other Agreement") executed in --------------- connection herewith or with any Indebtedness of any required the Borrower to the Lenders shall ever be construed to create a contract to pay for the use, forbearance or permitted prepayment, then such consideration that constitutes detention of money with interest may never include more than the maximum at a rate or in an amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest permitted to be charged by the Lenders under all laws in effect and applicable to the Lenders (the "Maximum Rate"). For purposes of ------------ this Agreement and the Notes, "interest" shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the respective laws in effect and applicable to the Lenders that are contracted for, chargeable, receivable (whether received or deemed to have been received) or taken under this Agreement or the Notes or any Other Agreement. The Borrower shall not be required to pay interest hereunder or on any Note or any Other Agreement at a rate or in an amount in excess of the Maximum Rate with respect to the Lenders or the maximum amount of interest that may be lawfully charged by the Lenders under any law which is in effect and applicable to the Lenders, and the provisions of this Section 10.18 shall control over all other provisions of this Agreement and the Notes or any Other Agreement which may be in apparent conflict herewith. If the effective rate or amount of interest which would otherwise be payable under this Agreement or any Note or any Other Agreement, or all of them, would exceed the Maximum Rate for the Lenders or the maximum amount of interest the Lenders or any holder of any Note or any Other Agreement is allowed by the relevant applicable lawlaw to charge, if anycontract for, provided for take or receive or in the Loan Documents event the Lenders or otherwise any holder of any Note or any Other Agreement shall charge, contract for, take or receive monies that are deemed to constitute interest which could, in the absence of this provision, increase the effective rate or amount of interest payable under this Agreement or any Note or any Other Agreement, or all of them, to a rate or amount in excess of that permitted to be cancelled automatically as charged, contracted for, taken or received under the applicable laws then in effect with respect to the Lenders, then the principal amount of the date Notes or the obligations of such acceleration the Borrower to the Lenders under this Agreement, the Notes or prepayment and, if theretofore prepaidany Other Agreement or the amount of interest which would otherwise be payable to or for the account of the Lenders under this Agreement or the Notes or any Other Agreement or all of them, shall be reduced to the amount allowed under said laws as now or hereafter construed by the courts having jurisdiction, and all such monies so charged, contracted for, or received that are deemed to constitute interest in excess of the Maximum Rate for the Lenders or maximum amount of interest permitted by the relevant applicable laws shall be immediately returned to or credited to principal (or if the principal portion account of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) Company upon such determination. In determining whether or not the interest paid or payable under any specific contingency exceeds exceed the maximum amount allowed by applicable lawMaximum Rate, Lender the Borrower and the Lenders shall, to the maximum extent permitted under by applicable law law, (ai) exclude voluntary prepayments characterize any non-principal payment as an expense, fee (excluding attorneys' and the effects thereof, accountants' fees) or premium rather than interest and (bii) amortize, prorate, allocate and spread, in equal parts, parts during the total amount of interest throughout the entire contemplated full term of the Loan so that the relevant Note, all interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to at any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting time contracted for, charging charged or receiving interest received in excess of connection with the maximum amount allowed by applicable lawrelevant Note.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.18 shall govern and control over every other provision of this Agreement or any other Loan Document that conflicts or is inconsistent with this Section 2.18, even if such provision declares that it controls. As used in this Section 2.18, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation that constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance, or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest accrues shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest that would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate, when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions in this Agreement or in any other Loan Document that directly or indirectly relate to interest shall ever be construed without reference to this Section 2.18, or be construed to create a contract to pay for the use, forbearance, or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment, or prepayment other event that produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Obligations to such Lender, effective as of the date or dates when the event occurs that causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The parties to this Agreement and the intention of each Borrower and Lender other Loan Documents intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this SECTION 9.13 shall govern and control over every other provision of this Agreement, any Note or any other Loan Document which conflicts or is inconsistent with this SECTION 9.13, even if such provision declares that it controls. As used in this SECTION 9.13, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term "interest" includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is law; PROVIDED that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, taken, reserved, contracted forretained, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Loans and the Commitments. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Administrative Agent, the Issuing Bank or any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawtake, and receive or retain, any interest in excess of the maximum amount of nonusurious interest allowed permitted under applicable law. None of the terms and provisions contained in this Agreement, any Note or any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this SECTION 9.13, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the maximum nonusurious rate of interest permitted by applicable law. If the term of any Loan is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Administrative Agent, the Issuing Bank or any Lender at any time, including the stated maturity, is owed or receives, reserves or takes (and/or has received, reserved or taken) interest in excess of interest calculated at the maximum nonusurious rate of interest permitted by applicable law, if any, provided for then and in the Loan Documents or otherwise any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Administrative Agent, the Issuing Bank or such Lender, it shall be credited to PRO TANTO against the then-outstanding principal (or if the principal portion balance of the Loan Obligations, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each The Borrower and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws, if any. Accordingly, the provisions of this Section 10.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which 173 constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Loans and the Commitments. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Agent or any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (Y) any interest in excess of the maximum amount of nonusurious interest allowed by applicable lawpermitted under the laws of the United States or of any state, if any, provided which are applicable to the Agent or such Lender, respectively, or (Z) total interest in excess of the amount which the Agent or such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Loans at the Highest Lawful Rate, if any, applicable to the Agent or such Lender. On each day, if any, that the sum of the Alternate Base Rate or the Adjusted LIBOR Rate, as applicable, and the Applicable Margin, or any other applicable rate called for under any other Loan Document exceeds the Highest Lawful Rate, if any, applicable to any Lender, the rate at which interest shall accrue for the applicable type of borrowing owing to such Lender shall automatically be fixed by operation of this sentence at the Highest Lawful Rate applicable to such Lender 174 for that day, and shall remain fixed at the Highest Lawful Rate applicable to such Lender for each day thereafter until the total amount of interest accrued and owing to such Lender equals the total amount of interest which would have accrued on such borrowing owing to such Lender if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Alternate Base Rate plus the Applicable Margin, the Adjusted LIBOR Rate plus the Applicable Margin or such other applicable rate, respectively, unless and until the sum of the Alternate Base Rate and the Applicable Margin, the sum of the Adjusted LIBOR Rate and the Applicable Margin or such other applicable rate (whichever is applicable to the situation) again exceeds the Highest Lawful Rate applicable to such Lender when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate for any Lender shall be determined by dividing the applicable Highest Lawful Rate, if any, for such Lender per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 10.6, or be construed to create a contract to pay any Lender for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate applicable 175 to such Lender. If the term of any Loans or the Notes is shortened by reason of acceleration of maturity as a result of any Default or Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Agent or any Lender at any time is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate applicable to the Agent or such Lender, then and in any such event all of any such excess interest owed to or received by the Agent or such Lender shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower's obligations to the Agent or such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The parties to the intention of each Borrower and Lender Loan Documents intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in provisions of this Section 9.18 shall govern and control over every other provision of any Loan DocumentDocument which conflicts or is inconsistent with this Section 9.18, even if such provision declares that it is agreed as follows: (i) controls. As used in this Section 9.18, the term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is law; provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest and (b) all interest at any time contracted for, taken, reserved, contracted forretained, charged charged, collected or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Loans and the Commitments. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawtake, and receive, collect or retain, any interest in excess of the maximum amount of nonusurious interest allowed by permitted under applicable law. None of the terms and provisions contained in any Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 9.18, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Maximum Rate On each day, if any, provided that the interest rate (the “Stated Rate”) called for under any Loan Document exceeds the Maximum Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Maximum Rate for that day, and shall remain fixed at the Maximum Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate, whereupon the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Maximum Rate shall be determined by dividing the applicable Maximum Rate per annum by the number of days in the Loan Documents calendar year for which such calculation is being made. If the term of any of the Loans is shortened by reason of acceleration of maturity as a result of any Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including the stated maturity, is owed or receives, collects, reserves or takes (and/or has received, collected, reserved or taken) interest in excess of interest calculated at the Maximum Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower ---------------------- and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of non-usurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the 124 130 aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention intent of each Borrower Grantor and Lender ---------------------- Beneficiary in the execution of this Deed of Trust and all other Fundamental Documents to conform strictly contract in strict compliance with the usury laws governing the Secured Indebtedness evidenced by the Credit Agreement and the other Fundamental Documents. In furtherance thereof, Grantor and Beneficiary stipulate and agree that none of the terms and provisions contained in the Fundamental Documents shall ever be construed to applicable usury lawscreate a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws governing the Loans evidenced by the Credit Agreement and the other Fundamental Documents. AccordinglyGrantor or any Guarantor, if endorser or other party now or hereafter becoming liable for the transactions contemplated hereby would payment of the Secured Indebtedness shall never be usurious required to pay interest on the Secured Indebtedness at a rate in excess of the maximum interest that may be lawfully charged under applicable lawthe laws governing the Loans evidenced by the Credit Agreement and the other Fundamental Documents, then, in that event, notwithstanding anything to and the contrary in provisions of this Section shall control over all other provisions of the Credit Agreement and the other Fundamental Documents and any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise other instrument executed in connection with herewith which may b e in apparent conflict herewith. In the event any holder of the Secured Indebtedness shall collect monies that are deemed to constitute interest and that would otherwise increase the effective interest rate on the Secured Indebtedness to a rate in excess of that permitted to be charged by the laws governing the Loan shall under no circumstances exceed evidenced by the maximum amount of interest allowed by applicable lawCredit Agreement and the other Fundamental Documents, and any excess shall be credited all such sums deemed to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any constitute interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise legal rate shall be cancelled automatically as applied to the unpaid principal balance of the date of such acceleration or prepayment Secured Indebtedness and, if theretofore prepaidin excess of such balance, shall be credited immediately returned to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any BorrowerGrantor upon such determination.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. (a) It is the intention intent of each the Borrower and Lender the Lenders in the execution and performance of this Agreement and all matters incidental and related hereto and the other Loan Documents or any agreement or instrument executed in connection herewith or therewith or with any Indebtedness of the Borrower to conform strictly the Lenders to remain in strict compliance with all laws applicable to the Lenders from time to time in effect, including, without limitation, usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in furtherance hereof, the Borrower and the Lenders stipulate and agree that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity none of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder terms and provisions contained in or otherwise, pertaining to this Agreement or in the event other Loan Documents or any other agreement or instrument ("Other Agreement") executed in connection herewith or with any Indebtedness of any required the Borrower to the Lenders shall ever be construed to create a contract to pay for the use, forbearance or permitted prepayment, then such consideration that constitutes detention of money with interest may never include more than the maximum at a rate or in an amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed permitted to be charged by the Lenders under all laws in effect and applicable lawto the Lenders (the "Maximum Rate"). For purposes of this Agreement and the Revolving Credit Notes, if any"interest" shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the respective laws in effect and applicable to the Lenders that are contracted for, provided for in the Loan Documents chargeable, receivable (whether received or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited deemed to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to received) or taken under this Agreement or the Revolving Credit Notes or any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Other Agreement. The Borrower the amount of such excess, and in such event, Lender shall not be subject required to pay interest hereunder or on any penalties provided by Revolving Credit Note or any laws for contracting for, charging Other Agreement at a rate or receiving interest in an amount in excess of the Maximum Rate with respect to the Lenders or the maximum amount allowed of interest that may be lawfully charged by the Lenders under any law which is in effect and applicable law.to the Lenders, and the provisions of this subsection 9.15 shall control over all other provisions of this Agreement and the Revolving Credit Notes or any Other Agreement which may be in apparent conflict herewith. If the effective rate or amount of interest which would otherwise be payable under this Agreement or any Revolving Credit Note or any Other Agreement, or all of them, would exceed the Maximum Rate for the Lenders or the maximum

Limitation of Interest. It is the intention of each Borrower Mortgagor and Lender ---------------------- Mortgagee to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender Mortgagee (or if the Loan shall have been paid in full, refunded to any BorrowerMortgagor); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender Mortgagee resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any BorrowerMortgagor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender Mortgagee shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender Mortgagee shall refund to any Borrower Mortgagor the amount of such excess, and in such event, Lender Mortgagee shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each The Borrower and Lender intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.17 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.17, even if such provision declares that it controls. As used in this Section 2.17, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Lender have any required right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount which Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.17, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers and the intention of each Borrower and Lender intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.20 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.20, even if such provision declares that it controls. As used in this Section 2.20, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrowers or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Lender have any required right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Ohio or the applicable lawlaws (if any) of the U.S. or of any other applicable state, or (b) total interest in excess of the amount which the Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.20, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers' obligations to the Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is Borrower, Guarantor and Lender intend to strictly comply with all applicable federal and New York laws, including applicable usury laws (or the usury laws of any jurisdiction whose usury laws are deemed to apply to the Note or any other Loan Document despite the intention and desire of each Borrower and Lender the parties to conform strictly to applicable apply the usury lawslaws of the State of New York). AccordinglyAs used in this Section, if the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenPROVIDED that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Lender have any required right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of New York or the applicable lawlaws (if any) of the United States or of any other state, or (b) total interest in excess of the amount which Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations. On each day, if any, provided that the Stated Rate called for under this Agreement or any other Loan Document exceeds the Ceiling Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Ceiling Rate for that day. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Ceiling Rate, in which case, the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate to the Ceiling Rate. The daily interest rates to be used in calculating interest at the Ceiling Rate shall be determined by dividing the applicable Ceiling Rate by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this SECTION 8.9, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Ceiling Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Ceiling Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to Lender, it shall be credited PRO TANTO against the then outstanding principal balance of Borrower's obligations to principal (or if the principal portion Lender, effective as of the Loan date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Agent and Lender the Banks intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 3.5 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 3.5, even if such provision declares that it controls. As used in this Section 3.5, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall a Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Bank could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for in the Loan Documents under this Agreement or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall have been paid in full, refunded to any Borrower.) In determining whether or not accrue shall automatically be fixed by operation of this sentence at the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereofHighest Lawful Rate for that day, and (b) amortize, prorate, allocate and spread, in equal parts, shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest throughout accrued equals the entire contemplated term total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the Loan so that immediately preceding sentence shall again automatically operate to limit the interest rate accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is uniform throughout the entire term being made. None of the Loan; providedterms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 3.5, that if the Loan is paid and performed in full prior or be construed to the end of the full contemplated term hereof, and if the interest received create a contract to pay for the actual period use, forbearance or detention of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving money at an interest rate in excess of the maximum amount allowed Highest Lawful Rate. If the term of any Obligation is shortened by applicable law.reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted

Limitation of Interest. It is The parties to the intention of each Borrower and Lender Credit Documents intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 12.8 shall govern and control over every other provision of any Credit Document which conflicts or is inconsistent with this Section 12.8, even if such provision declares that it controls. To the transactions contemplated hereby would be usurious under maximum extent permitted by applicable law, then(a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, in that eventforbearance or detention of money and not as interest and (b) all interest at any time contracted for, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted forretained, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts, during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Loans and the Commitments. In no event shall the Company or any default hereunder or otherwiseother Person be obligated to pay, or in the event of Agent or any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawtake, and receive or retain, any interest in excess of the maximum amount of nonusurious interest allowed by permitted under applicable law. If the term of any of the Notes is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if anyfor that (or any other) reason the Agent or any Bank at any time, provided for including the stated maturity, is owed or receives (and/or has reserved, taken or received) interest in excess of interest calculated at the Loan Documents or otherwise Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Agent or such Bank, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Company's obligations to the Agent or such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full 107 prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is Borrower, the intention of each Borrower Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.23 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.23, even if such provision declares that it controls. As used in this Section 2.23, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be character-ized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Illinois or the applicable lawlaws (if any) of the United States or of any other applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.23, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled automatically canceled automati-cally as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of Borrower’s obligations to principal (or if the principal portion such Lender, effective as of the Loan date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is All agreements between Grantor and Grantee, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever shall the intention amount paid, or agreed to be paid, to Grantee for the use, forbearance, or detention of each Borrower and Lender the money to conform strictly be loaned pursuant to applicable usury laws. Accordinglythe Loan Agreement, if or otherwise, or for the transactions contemplated hereby would be usurious performance or payment of any covenant or obligation contained herein, exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, then, in that eventipso facto, notwithstanding anything the obligation to be fulfilled shall be reduced to the contrary in limit of such validity, and, if from any Loan Documentsuch circumstance, it is agreed Grantee shall ever receive as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is takenthe Loan Agreement, reserved, contracted for, charged or received under any Loan Document this Mortgage or otherwise in connection with anything of value which would exceed interest at the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing under the Loan Agreement or on account of other Secured Obligations and not to the payment of interest, or, if such excessive interest exceeds the unpaid balance of principal of the Loan Agreement, the Notes, and such other Secured Obligations, such excess shall under no circumstances exceed be refunded to Grantor. All sums paid or agreed to be paid to Grantee for the maximum amount use, forbearance, or detention of interest allowed the Secured Obligations shall, to the extent permitted by applicable law, be amortized, prorated, allocated and any excess shall be credited to principal by Lender (or if spread throughout the Loan shall have been paid full term of such obligations until payment in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the rate of interest rate on account of Secured Obligations is uniform throughout the entire term terms thereof. The terms and provisions of the Loan; provided, that if the Loan is paid this Section shall control all agreements between Grantor and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable lawGrantee.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document that conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation that constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrowers or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this 35 sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest that would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate, at which time the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions of this Agreement or any other Loan Documents Document that directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers’ obligations to such Lender, effective as of the date or dates when the event occurs that causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. (a) It is expressly stipulated and agreed to be the intention intent of each Borrower and Lender at all times to conform comply strictly to with the applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under Texas law (or applicable law, then, in that event, notwithstanding anything United States federal law to the contrary in extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law) governing the maximum rate or amount of interest payable on the Revolving Note or the Related Indebtedness. If the applicable law is ever judicially interpreted so as to render usurious any Loan Document, it is agreed as follows: amount (i) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged, taken, reservedreserved or received pursuant to the Revolving Note, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (ii) contracted for, charged or received under by reason of Lender’s exercise of the option to accelerate the maturity of the Revolving Note and/or the Related Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of any Loan Document or otherwise voluntary prepayment by Borrower of the Revolving Note and/or the Related Indebtedness, then it is Borrower’s and Lender’s express intent that all amounts charged in connection with excess of the Loan Maximum Lawful Rate shall under no circumstances exceed the maximum amount of interest allowed by applicable lawbe automatically canceled, ab initio, and any all amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited to on the principal by Lender balance of the Revolving Note and/or the Related Indebtedness (or or, if the Loan shall Revolving Note and all Related Indebtedness have been or would thereby be paid in full, refunded to any Borrower); , and (ii) in the event that maturity provisions of the Revolving Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Revolving Note has been paid in full before the end of the stated term of the Revolving Note, then Borrower and Lender agrees that Lender shall, with reasonable promptness after Lender discovers or is accelerated advised by reason Borrower that interest was received in an amount in excess of an election the Maximum Lawful Rate, either refund such excess interest to Borrower and/or credit such excess interest against the Revolving Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and amount of the violation, and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Revolving Note and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged or received by Lender resulting from any default hereunder for the use, forbearance or otherwise, or in the event detention of any required or debt evidenced by the Revolving Note and/or the Related Indebtedness shall, to the extent permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess be amortized or spread, using the actuarial method, throughout the stated term of the maximum Revolving Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as on account of the date Revolving Note and/or the Related Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect and applicable to the Revolving Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Revolving Note and/or the Related Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if collect unearned interest at the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount time of such excess, acceleration. Borrower and in such event, Lender shall not be subject to hereby agree that any penalties provided by any laws for and all suits alleging the contracting for, charging or receiving of usurious interest shall lie in excess of Xxxxxx County, Texas, and each irrevocably waives the maximum amount allowed by applicable lawright to venue in any other county.

Limitation of Interest. It is The Borrowers, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.17 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.17, even if such provision declares that it controls. As used in this Section 2.17, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall any Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.17, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrowers’ obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Company and the intention of each Borrower and Lender Banks intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 13.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Company or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the Province of Alberta or the applicable lawlaws (if any) of Canada or of any other applicable jurisdiction, or (b) total interest in excess of the amount which such Bank could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 13.6, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Bank at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Bank, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Company's obligations to such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for in the Loan Documents under this Agreement or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall have been paid in full, refunded to any Borrower.) In determining whether or not accrue shall automatically be fixed by operation of this sentence at the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereofHighest Lawful Rate for that day, and (b) amortize, prorate, allocate and spread, in equal parts, shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest throughout accrued equals the entire contemplated term total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the Loan so that immediately preceding sentence shall again automatically operate to limit the interest rate accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is uniform throughout the entire term being made. None of the Loan; providedterms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, that if the Loan is paid and performed in full prior or be construed to the end of the full contemplated term hereof, and if the interest received create a contract to pay for the actual period use, forbearance or detention of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving money at an interest rate in excess of the maximum amount allowed by applicable law.Highest

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.17 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.17, even if such provision declares that it controls. As used in this Section 2.17, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 2.17, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN ---------------------- NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGE) PAYABLE, CONTRACTED FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THIS NOTE, FROM TIME TO TIME OR FOR WHATEVER REASON, EXCEED TBE MAXIMUM RATE OR AMOUNT, IF ANY, SPECIFIED BY APPLICABLE LAW. If from any circumstance whatsoever, fulfillment of any provision hereof or of such other Loan Documents or other documents or obligations at the intention time performance of each Borrower and Lender to conform strictly to such provision shall be due, shall involve transcending the limit of validity prescribed by applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable lawLaw, then, in that eventipso facto, notwithstanding anything the obligation to be fulfilled shall be reduced to the contrary in limit of such ---------- validity, and if from any Loan Document, it is agreed as follows: (i) the aggregate of all consideration such circumstance Secured Party shall ever receive an amount deemed interest by applicable Law which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the Principal Amount owing hereunder or on account of any other principal indebtedness of the Debtor to Secured Party, and not to payment of interest, or if such excessive interest allowed exceeds the unpaid balance of Principal Amount and such other indebtedness, or if Secured Party is prohibited by applicable lawLaw from applying such excessive interest to the reduction of Principal Amount or on account of any other indebtedness, and any the excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in Debtor. All sums paid or agreed to be paid by the event that maturity Debtor for the use, forbearance or detention of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess indebtedness of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited Debtor to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender Secured Party shall, to the maximum extent permitted under by applicable law (a) exclude voluntary prepayments Law, be amortized, prorated, allocated and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest spread throughout the entire contemplated fall term of the Loan such indebtedness until payment in fall so that the actual rate of interest rate on account of such indebtedness is uniform throughout though the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, . The terms and if provisions of this paragraph shall control and supersede every other provision of all agreements between the interest received for the actual period Debtor and Secured Party and all obligations of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund Debtor to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable lawSecured Party.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.17 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.17, even if such provision declares that it controls. As used in this Section 2.17, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.17, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then- outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is Borrowers, the intention of each Borrower Agent and Lender Xxxxxxx intend to conform strictly to comply with all Applicable Laws, including applicable usury laws. Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenApplicable Law, provided that, to the maximum extent permitted by Applicable Law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall any default hereunder Borrower or otherwiseany other Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (y) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the Applicable Laws (if any) of the United States or of any applicable lawstate, or (z) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as 98 115525625.4 0063724-00082 a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to against the then-outstanding principal (or if the principal portion balance of the Loan obligations of the applicable Borrower or Borrowers to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.its payor. 6.12

Limitation of Interest. It is the intention of each Borrower Mortgagor and Lender Mortgagee to conform strictly to applicable usury laws. Accordingly, if the transactions transaction contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender Mortgagee (or if the Loan shall have been paid in full, refunded to any BorrowerMortgagor); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender Mortgagee resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) Mortgagor). In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender Mortgagee shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout through the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender Mortgagee shall refund to any Borrower Mortgagor the amount of such excess, and in such event, Lender Mortgagee shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is expressly stipulated and agreed to be the intention intent of the Company and each Borrower and Lender at all times to conform strictly comply with the law applicable to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise such Lender in connection with the Loan shall under no circumstances exceed Credit Documents governing the maximum rate or amount of interest allowed payable on or in connection with the Credit Documents. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Credit Documents, or contracted for, charged, taken, reserved or received with respect to the Credit Documents, or if acceleration of the maturity of the Loans or if any prepayment by or on behalf of the Company results in the payment of any interest in excess of that permitted by applicable law, then it is the Company's and any such Lender's express intent that all excess shall amounts theretofore collected by such Lender be credited to on the principal by Lender balance of the Loans (or or, if the Loan shall such Loans have been or would thereby be paid in full, refunded to the Company), and the provisions of the Credit Documents immediately be deemed reformed and the amounts thereafter collectible thereunder reduced as to such Lender, without the necessity of the execution of any Borrower); new document, so as to comply with applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and (ii) in thereunder. The right to accelerate the event that maturity of the Loan is accelerated by reason Loans does not include the right to accelerate any interest which has not otherwise accrued on the date of an election by Lender resulting from such acceleration, and the Lenders do not intend to collect any default hereunder or otherwise, or unearned interest in the event of any required acceleration. All sums paid or agreed to be paid to each Lender for the use, forbearance or detention of the indebtedness evidenced by the Credit Documents shall, to the extent permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, be amortized, prorated, allocated and any interest spread throughout the full term of such indebtedness until payment in excess of full so that the maximum rate or amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date on account of such acceleration or prepayment andindebtedness does not exceed the applicable usury ceiling. As used herein, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded term "maximum rate" as to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds Lender shall mean the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount non-usurious rate of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not which may be subject to any penalties provided by any laws for contracting lawfully contracted for, charging charged, taken, reserved or receiving interest received by such Lender from the Company in excess of connection with the maximum amount allowed by Loans evidenced hereby under applicable law.

Limitation of Interest. It is the intention of each Borrower ---------------------- Borrower, Operator and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) ). In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable Laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenLaw, provided that, to the maximum extent permitted by applicable Law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawLaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, 37 and if for that (or any other) reason any Lender at any time, including the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Company and the intention of each Borrower and Lender Banks intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 13.6 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated and spread, in equal parts during the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Company or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Bank have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the laws of the State of Texas or the applicable lawlaws (if any) of the United States or of any other applicable state, or (b) total interest in excess of the amount which such Bank could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Documents Document which directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section 13.6, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Bank at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Bank, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Company's obligations to such Bank, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST, INCLUDING, WITHOUT LIMITATION AND TO THE EXTENT APPLICABLE, THE DEFAULT RATE OR ANY OTHER DEFAULT RATE OF INTEREST OR LATE PAYMENT CHARGE, PAYABLE, CONTRACTED FOR, CHARGED, OR RECEIVED UNDER OR IN CONNECTION WITH THIS NOTE FROM TIME TO TIME OR FOR WHATEVER REASON EXCEED THE MAXIMUM RATE OR AMOUNT OF INTEREST, IF ANY, SPECIFIED BY APPLICABLE LAW. If, at the intention time such fulfillment shall be due and from any circumstance whatsoever, fulfillment of each Borrower and Lender to conform strictly to applicable usury laws. Accordingly, if any provision hereof or of any other agreement related hereto shall involve exceeding the transactions contemplated hereby would be usurious under limit of validity proscribed by applicable law, then, in that eventipso facto, notwithstanding anything the obligation to be fulfilled shall be reduced to the contrary in limit of such validity, and if from any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes such circumstance Holder ever shall receive an amount deemed interest under by applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan which shall under no circumstances exceed the maximum highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the Principal Amount or on account of any other principal indebtedness of Maker to Holder, and not to payment of interest, or if such excessive interest allowed exceeds the unpaid balance of the Principal Amount and such other indebtedness, or if Holder is prohibited by applicable law from applying such excessive interest to the reduction of the Principal Amount or on account of any other indebtedness of Maker, the excess shall be refunded to Maker. All sums paid or agreed to be paid by Maker for the use, forbearance, or detention of the indebtedness of Maker to Holder, to the extent permitted by applicable law, and any excess shall be credited to principal by Lender (or if amortized, prorated, allocated, and spread throughout the Loan shall have been paid full term of such indebtedness until payment in full, refunded to any Borrower); and (ii) in full so that the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount actual rate of interest allowed on account of such indebtedness is uniform through the term hereof. The terms and provisions of this Section 11 shall control and supersede every other provision of all agreements between Maker and Holder and all obligations of Maker to Holder. Executed by applicable law, and any interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise shall be cancelled automatically Maker as of the first date of such acceleration or prepayment andset forth in this Note PAC-WEST TELECOMM, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any Borrower.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.INC. By: /s/ Wally Griffin -------------------------- Name: Wally Griffin ------------------------ Title: Chairman & CEX -----------------------

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in maximum extent permitted by applicable law, (a) any Loan Documentnon-principal payment shall be characterized as an expense or as compensation for something other than the use, it is agreed forbearance or detention of money and not as follows: interest, and (ib) the aggregate of all consideration which constitutes interest under applicable law that is takenat any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of the State of California, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate 41 for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section shall govern and control over every other provision of this Agreement or any other Loan Document that conflicts or is inconsistent with this Section, even if such provision declares that it controls. As used in this Section, the transactions contemplated hereby would be usurious term “interest” includes the aggregate of all charges, fees, benefits or other compensation that constitute interest under applicable law, thenprovided that, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed extent permitted by applicable law, and (a) any excess non-principal payment shall be credited to principal by Lender (characterized as an expense or if as compensation for something other than the Loan shall have been paid in fulluse, refunded to any Borrower); forbearance or detention of money and not as interest, and (iib) all interest at any time contracted for, reserved, 38 charged or received shall be amortized, prorated, allocated and spread, in equal parts during the event that maturity full term of the Loan is accelerated by reason of an election by Lender resulting from Obligations. In no event shall the Borrower or any default hereunder or otherwiseother Person be obligated to pay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest that would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate, at which time the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions of this Agreement or any other Loan Documents Document that directly or otherwise indirectly relate to interest shall ever be construed without reference to this Section, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s obligations to such Lender, effective as of the date or dates when the event occurs that causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention of each The Borrower and the Lender intend to conform strictly to comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2.11 shall govern and control over every other provision of this Agreement or any other Loan Document that conflicts or is inconsistent with this Section 2.11, even if such provision declares that it controls. As used in this Section 2.11, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration which constitutes charges, fees, benefits or other compensation that constitute interest under applicable law that is takenlaw; provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance, or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of Lender have any required right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (x) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawlaws (if any) of the United States or of any applicable state, or (y) total interest in excess of the amount the Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest accrues shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest that would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate, when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions in this Agreement or in any other Loan Document that directly or indirectly relate to interest shall ever be construed without reference to this Section 2.11, or be construed to create a contract to pay for the use, forbearance, or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason the Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment, or prepayment other event that produces the excess, and, if theretofore prepaidsuch excess interest has been paid to the Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Obligations to the Lender, effective as of the date or dates when the event occurs that causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is The Borrower, the intention of each Borrower Administrative Agent and Lender the Lenders intend to conform strictly to comply with all applicable Laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary in any Loan Document, it is agreed as follows: (i) term “interest” includes the aggregate of all consideration charges, fees, benefits or other compensation which constitutes constitute interest under applicable law that is takenLaw, provided that, to the maximum extent permitted by applicable Law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any other Person be obligated to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwisepay, or in the event of any required Lender have any right or permitted prepaymentprivilege to reserve, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable lawreceive or retain, and (a) any interest in excess of the maximum amount of nonusurious interest allowed by permitted under the applicable lawLaws (if any) of the United States or of any applicable state, or (b) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement at the Highest Lawful Rate. On each day, if any, provided that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or otherwise by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be cancelled canceled automatically as of the date of such acceleration acceleration, prepayment or prepayment other event which produces the excess, and, if theretofore prepaidsuch excess interest has been paid to such Lender, it shall be credited to pro tanto against the then-outstanding principal (or if the principal portion balance of the Loan Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any other amounts not constituting interest remaining balance of such excess shall have been paid in full, be promptly refunded to any Borrowerits payor.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.

Limitation of Interest. It is the intention intent of each Borrower Mortgagor and Lender Mortgagee in the execution of this Mortgage and all xxxxx Xxxn Documents to conform strictly contract in strict compliance with the usury laws governing the Secured Indebtedness evidenced by the Loan Documents. In furtherance thereof, Mortgagor and Mortgagee stipulate and agree that none of the terms xxx xxxxisions contained in the Loan Documents shall ever be construed to applicable create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws governing the Loan Documents evidencing the Secured Indebtedness. Mortgagor or any guarantor, endorser or other party now or hereafter becoming liable for the payment of the Secured Indebtedness shall never be required to pay interest on the Secured Indebtedness at a rate in excess of the maximum interest that may be lawfully charged under the laws governing the Loan Documents evidencing the Secured Indebtedness, and the provisions of this Section shall control over all other provisions of the Credit Agreement, the Note Agreement, the Notes, the A-Advanced Guaranty and the other Loan Documents and any other instrument executed in connection herewith which may be in apparent conflict herewith. In the event the Collateral Agent, any Lender, or any other holder of the Secured Indebtedness shall collect monies that are deemed to constitute interest and that would otherwise increase the effective interest rate on the Secured Indebtedness to a rate in excess of that permitted to be charged by the usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything all such sums deemed to the contrary in any Loan Document, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under any Loan Document or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to principal by Lender (or if the Loan shall have been paid in full, refunded to any Borrower); and (ii) in the event that maturity of the Loan is accelerated by reason of an election by Lender resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount of interest allowed by applicable law, and any constitute interest in excess of the maximum amount of interest allowed by applicable law, if any, provided for in the Loan Documents or otherwise legal rate shall be cancelled automatically as applied in accordance with the provisions of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to principal (or if the principal portion of the Loan and any other amounts not constituting interest shall have been paid in full, refunded to any BorrowerCredit Agreement.) In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum amount allowed by applicable law, Lender shall, to the maximum extent permitted under applicable law (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Loan so that the interest rate is uniform throughout the entire term of the Loan; provided, that if the Loan is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the maximum amount allowed by applicable law, Lender shall refund to any Borrower the amount of such excess, and in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum amount allowed by applicable law.