Common use of Maximum Charges Clause in Contracts

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among Borrowers, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among Borrowers, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code Code, as amended from time to time (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 2.6 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by lawBorrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among BorrowersCredit Parties, Agent and the Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Credit Parties and Agent. This provision In addition, unless preempted by federal law, the Revolving Interest Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code, as amended from time to time. The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Borrowers and Agent and the Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof shall be payable in accordance with Section 2.5 hereof3.1 of this Agreement. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, Borrowers upon Agent’s request, request such Lender’s Revolving Advance Commitment Percentage Percentage, of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among Borrowersany Borrower, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, any Borrower and Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate Rate, or Term Loan Interest Rate, from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code Code, as amended from time to time (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof shall be payable in accordance with Section 2.5 2.6 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, Borrowers upon Agent’s request, request such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under Applicable Law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under Applicable Law: (a) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (b) such excess amount shall be first applied to any unpaid principal balance owed by lawBorrower; and (c) if the then remaining excess amount is greater than the previously unpaid principal balance, Lender shall promptly refund such excess amount to Borrower and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other Loan Document, all agreements which either now are or which shall become agreements among Borrowers, Agent Loan Parties and Lenders Lender are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Loan Parties and AgentLender. This provision The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other Loan Document and all agreements among Borrowers, Agent Borrower and LendersLender, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation 3.1 of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under law (such rate, the parties to comply strictly with applicable usury laws“Maximum Lawful Rate”). Accordingly, no rate change shall be put into effect that In the event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by law. Notwithstanding anything Borrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the contrary contained total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement or in any Other DocumentAgreement. Thereafter, all agreements which either now are or which interest hereunder shall become agreements among Borrowers, Agent be paid at the rate(s) of interest and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature manner provided in Sections 3.1, unless and until the rate of interestinterest again exceeds the Maximum Lawful Rate, additional interest and other charges exceed the applicable limits imposed by any applicable usury lawsat that time this paragraph shall again apply. If any payments the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the nature year in which such calculation is made. If, notwithstanding the provisions of interestthis Section 3.5, additional a court of competent jurisdiction shall finally determine that a Lender has received interest and other charges made under this Agreement or any Other Document are held to be hereunder in excess of the limits imposed by any applicable usury lawsMaximum Lawful Rate, it is agreed that any such amount held Lender shall deliver such excess to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Administrative Agent and LendersAdministrative Agent shall, or their respective successors to the extent permitted by Applicable Law, promptly apply such excess to repay the outstanding Advances and assigns. Unless preempted by federal law thereafter shall refund any excess to Borrowers or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement a court of competent jurisdiction may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligationsotherwise order.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under Applicable Law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under Applicable Law: (a) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (b) such excess amount shall be first applied to any unpaid principal balance owed by lawBorrower; and (c) if the then remaining excess amount is greater than the previously unpaid principal balance, Lender shall promptly refund such excess amount to Borrower and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other Loan Document, all agreements which either now are or which shall become agreements among Borrowers, Agent between Borrower and Lenders Lender are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Borrower and AgentLender. This provision The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other Loan Document and all agreements among Borrowers, Agent Borrower and LendersLender, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation 3.1 of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among Borrowers, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agentthe Lenders. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Borrowing Agent’s request, such Lender’s Commitment Applicable Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under law (such rate, the parties to comply strictly with applicable usury laws"Maximum Lawful Rate"). Accordingly, no rate change shall be put into effect that In the event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by law. Notwithstanding anything Borrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the contrary contained total interest that would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement or in any Other DocumentAgreement. Thereafter, all agreements which either now are or which interest hereunder shall become agreements among Borrowers, Agent be paid at the rate(s) of interest and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature manner provided in Sections 3.1, unless and until the rate of interestinterest again exceeds the Maximum Lawful Rate, additional interest and other charges exceed the applicable limits imposed by any applicable usury lawsat that time this paragraph shall again apply. If any payments the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the nature year in which such calculation is made. If, notwithstanding the provisions of interestthis Section 3.5, additional a court of competent jurisdiction shall finally determine that a Lender has received interest and other charges made under this Agreement or any Other Document are held to be hereunder in excess of the limits imposed by any applicable usury lawsMaximum Lawful Rate, it is agreed that any such amount held Lender shall deliver such excess to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Administrative Agent and LendersAdministrative Agent shall, or their respective successors to the extent permitted by applicable law, promptly apply such excess to repay the outstanding Advances and assigns. Unless preempted by federal law thereafter shall refund any excess to Borrowers or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement a court of competent jurisdiction may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligationsotherwise order.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by lawBorrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among BorrowersCredit Parties, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Credit Parties and Agent. This provision The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Borrowers and Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof shall be payable in accordance with Section 2.5 hereof3.1 of this Agreement. If by operation of this provision, Borrowers Xxxxxxxxx would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, Borrowers upon Agent’s request, request such LenderXxxxxx’s Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable, of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, If any provision of this Agreement or Other Documents would oblige any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be governed bydeemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and construed in accordance with, other amounts required to be paid to the laws affected Lender which would constitute interest for purposes of section 347 of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Criminal Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations(Canada).

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by lawBorrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among BorrowersCredit Parties, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Credit Parties and Agent. This provision The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Borrowers and Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof shall be payable in accordance with Section 2.5 hereof3.1 of this Agreement. If by operation of this provision, Borrowers Xxxxxxxxx would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, Borrowers upon Agent’s request, request such LenderXxxxxx’s Revolving Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, If any provision of this Agreement or Other Documents would oblige any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be governed bydeemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and construed in accordance with, other amounts required to be paid to the laws affected Lender which would constitute interest for purposes of section 347 of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Criminal Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations(Canada).

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary any provision contained in this Agreement or in any Other Documentof the other Loan Documents, all agreements which either now are or which shall become agreements among Borrowers, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in aggregate of all amounts that are contracted for, charged or collected pursuant to the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision terms of this Agreement or any Other Document of the other Loan Documents and that are deemed interest under applicable law exceed that highest rate permissible under any applicable law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Finova of the right to accelerate the payment or maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Finova to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to in this Section 2.16 collectively as Interest) in excess of the Maximum Rate and in no event shall Borrower be obligated to pay Interest exceeding the Maximum Rate, and all agreements among Borrowersagreements, Agent and Lendersconditions or stipulations, if any, which may in any event or their respective successors and assigns. Unless preempted by federal contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or as permitted under in equity, to the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 extent only of the Texas Finance Code (excess of Interest over the “Texas Finance Code”)Maximum Rate. If any Interest is charged or received in excess of the applicable state Maximum Rate (Excess), Borrower acknowledges and stipulates that any such charge or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder receipt shall be increased the result of an accident and bona fide error, and such Excess, to the maximum rate of interest allowed by applicable state or federal law as amendedextent received, which increase shall be effective hereunder applied first to reduce the principal Obligations and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any interest that has not otherwise accrued on the effective date of such amendmentacceleration, and all Finova does not intend to collect any unearned interest charges owing in the event of any such acceleration. Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.6 and the Maximum Rate, such an unintentional result could inadvertently occur but for the agreements of the parties to Lenders limit interest to the Maximum Rate and to apply, credit or return any Excess as provided herein. All monies paid to Finova hereunder or under any of the other Loan Document, whether at maturity or by reason thereof prepayment, shall be payable in accordance with Section 2.5 hereofsubject to any rebate of unearned interest as and to the extent required by applicable law. If by operation By the execution of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees Borrower covenants that it (a) the credit or return of any Excess shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage constitute the acceptance by Borrower of such interest to be refundedExcess, as determined and (b) Borrower shall not seek or pursue any other remedy, legal or equitable, against Finova, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent. As provided Finova, all Interest at any time contracted for, charged or received from Borrower in Section 16.1 hereof, connection with this Agreement shall shall, to the extent permitted by applicable law, be governed byamortized, prorated, allocated and construed spread in accordance with, equal parts throughout the laws full term of the State of New York without regard Obligations. Borrower and Finova shall, to conflict of law provisionsthe extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (b) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.6 with respect 2.16 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section 2.16 is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that adjustments or credits required by this Section 2.16. Notwithstanding any provisions of Texas law are contained in any way applicable to this Agreement, the Other Documents Agreement or any of the Obligationsother Loan Documents providing that interest is to be computed on the basis of a 360 day year, interest shall never exceed the Maximum Rate computed on the basis of a 365 or 366 year, as the case may be. In no event shall Borrower be obligated to pay any of the fees payable under this Agreement to the extent that the amount of such fees otherwise payable under such sections, when added to the amount of interest charged under Section 2.6 or otherwise, would result in the assessment or collection of sums deemed to be Interest in excess of the Maximum Rate (it being the express intent and understanding of the parties hereto that such fees not constitute interest or a charge for the use or detention of money).

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under Applicable Law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by lawBorrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among BorrowersCredit Parties, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Credit Parties and Agent. This provision The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Borrowers and Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof shall be payable in accordance with Section 2.5 hereof3.1 of this Agreement. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, Borrowers upon Agent’s request, request such Lender’s Commitment Percentage Percentage, of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, If any provision of this Agreement or Other Documents would oblige any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be governed bydeemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and construed in accordance with, other amounts required to be paid to the laws affected Lender which would constitute interest for purposes of section 347 of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Criminal Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations(Canada).

Maximum Charges. It In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by Borrower, and if the then remaining excess amount is greater than the intention of previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrower and the parties provisions hereof shall be deemed amended to provide for such permissible rate. Borrower, Agent, and Lenders intend to strictly comply strictly with all applicable laws, including applicable usury laws. Accordingly, no rate change the provisions of this Section 3.5 shall govern and control over every other provision of this Agreement or any other Other 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 term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under Applicable Law, provided that, to the maximum extent permitted by Applicable Law, (a) any non-principal payment shall be put into effect that would result in a rate greater characterized as an expense or as compensation for something other than the highest use, forbearance, or detention of money and not as interest, and (b) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated, and spread, in equal parts, during the full term of the Obligations. In no event shall Borrower or any other Person be obligated to pay, or Agent or any Lender have any right or privilege to reserve, receive, or retain, (a) any interest in excess of the maximum amount of nonusurious interest permitted under the laws of the State of Delaware or of any other applicable state, or (b) total interest in excess of the amount which a 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 Maximum Rate. On each day, if any, that the interest rate permitted (the “Stated Rate”) stipulated by lawthis Agreement or any Other 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 is imposed by this sentence. Notwithstanding anything Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Maximum Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the contrary interest accrual rate. None of the terms and provisions contained in this Agreement or in any Other DocumentDocument which directly or indirectly relate to interest shall ever be construed without reference to this Section 3.5, all agreements which either now are or which shall become agreements among Borrowersbe construed to create a contract to pay for the use, Agent and Lenders are hereby limited so that in no contingency forbearance or event whatsoever shall the total liability for payments in the nature detention of interest, additional money at an interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be rate in excess of the limits imposed Maximum 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 applicable usury lawsother cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason Agent or a Lender or 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 Maximum Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been paid to Agent or such Lender, it is agreed that any shall be credited pro tanto against the outstanding principal balance of Borrower’s obligations to Agent or such amount held Lender, effective as of the date or dates when the event occurs which causes it to be in excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time promptly refunded to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligationsits payor.

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything notwithstanding any provision to the contrary contained in this Agreement or the Other Documents, in no event shall any Obligations require the payment or permit the payment, taking, reserving, receiving, collection or charging of any sums constituting interest under Applicable Laws that exceed the maximum amount permitted by such laws, as the same may be amended or modified from time to time (the “Maximum Rate”). If any such excess interest is called for, contracted for, charged, taken, reserved or received in connection herewith or therewith, or in any Other Documentcommunication by Agent, any Lender or any other Person to any Borrower, any Guarantor or any other Person liable for the Obligations, or in the event that all or part of the principal or interest hereof or thereof shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved or received on the amount of principal actually outstanding from time to time under the Obligations shall exceed the Maximum Rate, then in such event it is agreed that: (a) the provisions of this paragraph shall govern and control; (b) neither any Borrower, any Guarantor nor any other Person now or hereafter liable for the payment of any of the Obligations shall be obligated to pay the amount of such interest to the extent it is in excess of the Maximum Rate; (c) any such excess interest which is or has been Revolving Credit and Security Agreement received by Agent or any Lender, notwithstanding this paragraph, shall be credited against the then unpaid principal balance of the Obligations (or, if the principal amount of the Obligations shall have been paid in full, refunded by Lenders to the party primarily liable on the Obligation, and each Lender shall refund its pro rata share of such interest); and (d) the provisions of this Agreement and the Obligations, and any other communication to any Borrower or any Guarantor, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the Maximum Rate. The right to accelerate the maturity of the Obligations does not include the right to accelerate, collect or charge unearned interest, but only such interest that has otherwise accrued as of the date of acceleration. Without limiting the foregoing, all agreements calculations of the rate of interest contracted for, charged, taken, reserved or received in connection with any of the Obligations which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made to the extent permitted by Applicable Laws by amortizing, prorating, allocating and spreading during the period of the full term of such Obligations, including all prior and subsequent renewals and extensions hereof or thereof, all interest at any time contracted for, charged, taken, reserved or received by Agent or any Lender. To the extent that either now are Chapter 303 or which shall become agreements among Borrowers306, or both, of the Texas Finance Code apply in determining the Maximum Rate, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed elect to determine the applicable limits imposed rate ceiling by any applicable usury laws. If any payments in using the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate weekly ceiling from time to time in effect under this Agreement effect, subject to Agent’s right subsequently to change such method in accordance with Applicable Law, as the same may not exceed the “weekly ceiling” be amended or modified from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligationstime.

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything notwithstanding any provision to the contrary contained in this Agreement or the Other Documents, in no event shall any Obligations require the payment or permit the payment, taking, reserving, receiving, collection or charging of any sums constituting interest under Applicable Laws that exceed the maximum amount permitted by such laws, as the same may be amended or modified from time to time (the “Maximum Rate”). If any such excess interest is called for, contracted for, charged, taken, reserved or received in connection herewith or therewith, or in any Other Documentcommunication by Agent, any Lender or any other Person to Borrower, any Guarantor or any other Person liable for the Obligations, or in the event that all or part of the principal or interest hereof or thereof shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved or received on the amount of principal actually outstanding from time to time under the Obligations shall exceed the Maximum Rate, then in such event it is agreed that: (a) the provisions of this paragraph shall govern and control; (b) neither Borrower, any Guarantor nor any other Person now or hereafter liable for the payment of any of the Obligations shall be obligated to pay the amount of such interest to the extent it is in excess of the Maximum Rate; (c) any such excess interest which is or has been received by Agent or any Lender, notwithstanding this paragraph, shall be credited against the then unpaid principal balance of the Obligations (or, if the principal amount of the Obligations shall have been paid in full, refunded by Lenders to the party primarily liable on the Obligation, and each Lender shall refund its pro rat share of such interest); and (d) the provisions of this Agreement and the Obligations, and any other communication to Borrower or any Guarantor, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the Maximum Rate. The right to accelerate the maturity of the Obligations does not include the right to accelerate, collect or charge unearned interest, but only such interest that has otherwise accrued as of the date of acceleration. Without limiting the foregoing, all agreements calculations of the rate of interest contracted for, charged, taken, reserved or received in connection with any of the Obligations which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made to the extent permitted by Applicable Laws by amortizing, prorating, allocating and spreading during the period of the full term of such Obligations, including all prior and subsequent renewals and extensions hereof or thereof, all interest at any time contracted for, charged, taken, reserved or received by Agent or any Lender. To the extent that either now are Chapter 303 or which shall become agreements among Borrowers306, or both, of the Texas Finance Code apply in determining the Maximum Rate, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed elect to determine the applicable limits imposed rate ceiling by any applicable usury laws. If any payments in using the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate weekly ceiling from time to time in effect under this effect, subject to Agent’s right subsequently to change Amended & Restated Credit Agreement such method in accordance with Applicable Law, as the same may not exceed the “weekly ceiling” be amended or modified from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligationstime.

Maximum Charges. It is In no event whatsoever shall interest and other charges hereunder exceed the intention highest rate permissible under law. If such interest and other charges would otherwise exceed such rate, such excess amount shall be first applied pro-rata to any unpaid principal balance of the parties to comply strictly with applicable usury laws. AccordinglyNote, no rate change shall be put into effect that would result in a rate and if the then remaining excess amount is greater than the highest rate permitted previously unpaid principal balance, Lenders shall promptly refund such excess amount to Debtor and the provisions hereof shall be deemed amended to provide for such permissible rate. To the extent it may lawfully do so, the Debtor hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by lawLenders in order to enforce any right or remedy under any Transaction Document. Notwithstanding anything any provision to the contrary contained in this Agreement or in any Other Transaction Document, all agreements which either now are or which shall become agreements among Borrowers, Agent it is expressly agreed and Lenders are hereby limited so provided that in no contingency or event whatsoever shall the total liability of the Debtor under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, additional interest and or both of them, when aggregated with any other charges exceed the applicable limits imposed by any applicable usury laws. If any payments sums in the nature of interest, additional interest and other charges made that the Debtor may be obligated to pay under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it Transaction Documents exceed such Maximum Rate. It is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to if the maximum contract rate of interest allowed by law and applicable state to the Transaction Documents is increased or federal decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law as amendedwill be the Maximum Rate applicable to the Transaction Documents from the Initial Closing Date thereof forward, which increase shall be effective hereunder on unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the effective date of such amendment, and all interest charges owing Maximum Rate is paid by the Debtor to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to indebtedness evidenced by the Texas Finance Code are included solely out Transaction Documents, such excess shall be applied by Lenders to the unpaid principal balance of an abundance of caution and shall not any such indebtedness or be construed refunded to mean that any provisions of Texas law are in any way applicable to this Agreementthe Debtor, the Other Documents or any manner of the Obligationshandling such excess to be at Lenders’ election.

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary any provision contained in this Agreement or in any Other Documentof the other Loan Documents, all agreements which either now are or which shall become agreements among Borrowers, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in aggregate of all amounts that are contracted for, charged or collected pursuant to the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision terms of this Agreement or any Other Document of the other Loan Documents and that are deemed interest under applicable law exceed that highest rate permissible under any applicable law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Fremont of the right to accelerate the payment or maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Fremont to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to in this Section 2.16 collectively as Interest) in excess of the Maximum Rate and in no event shall Borrowers be obligated to pay Interest exceeding the Maximum Rate, and all agreements among agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over the Maximum Rate. If any Interest is charged or received in excess of the Maximum Rate (Excess), Borrowers acknowledge and stipulate that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under it being the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 intent of the Texas Finance Code (parties hereto not to enter at any time into a usurious or otherwise illegal relationship. The right to accelerate the “Texas Finance Code”). If maturity of any of the applicable state or federal law is amended in Obligations does not include the future right to allow a greater rate of accelerate any interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder that has not otherwise accrued on the effective date of such amendmentacceleration, and all Fremont does not intend to collect any unearned interest charges owing in the event of any such acceleration. Borrowers recognize that, with fluctuations in the rates of interest set forth in Section 2.6 and the Maximum Rate, such an unintentional result could inadvertently occur but for the agreements of the parties to Lenders limit interest to the Maximum Rate and to apply, credit or return any Excess as provided herein. All monies paid to Fremont hereunder or under any of the other Loan Document, whether at maturity or by reason thereof prepayment, shall be payable in accordance with Section 2.5 hereofsubject to any rebate of unearned interest as and to the extent required by applicable law. If by operation By the execution of this provision, Borrowers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees Borrowers covenant that it (a) the credit or return of any Excess shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage constitute the acceptance by Borrowers of such interest to be refundedExcess, as determined and (b) Borrowers shall not seek or pursue any other remedy, legal or equitable, against Fremont, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by Agent. As provided Fremont, all Interest at any time contracted for, charged or received from Borrowers in Section 16.1 hereof, connection with this Agreement shall shall, to the extent permitted by applicable law, be governed byamortized, prorated, allocated and construed spread in accordance with, equal parts throughout the laws full term of the State of New York without regard Obligations. Borrowers and Fremont shall, to conflict of law provisionsthe extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (b) exclude voluntary prepayments and the effects thereof. The provisions of this Section 3.6 with respect 2.16 shall be deemed to be incorporated into every Loan Document (whether or not any provision of this Section 2.16 is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrxxxxx xxx all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by Borrxxxxx, xxd by any court considering the same, to give effect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that adjustments or credits required by this Section 2.16. Notwithstanding any provisions of Texas law are contained in any way applicable to this Agreement, the Other Documents Agreement or any of the Obligationsother Loan Documents providing that interest is to be computed on the basis of a 360 day year, interest shall never exceed the Maximum Rate computed on the basis of a 365 or 366 year, as the case may be. In no event shall Borrowers be obligated to pay any of the fees payable under this Agreement to the extent that the amount of such fees otherwise payable under such sections, when added to the amount of interest charged under Section 2.6 or otherwise, would result in the assessment or collection of sums deemed to be Interest in excess of the Maximum Rate (it being the express intent and understanding of the parties hereto that such fees not constitute interest or a charge for the use or detention of money).

Maximum Charges. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among BorrowersIssuers, Agent and Lenders Noteholders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Issuers and Agentthe Noteholders. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among BorrowersIssuers, Agent and LendersNoteholders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Noteholders by reason thereof shall be payable in accordance with Section 2.5 3.1 hereof. If by operation of this provision, Borrowers Issuers would be entitled to a refund of interest paid pursuant to this Agreement, each Lender Noteholder agrees that it shall pay to Borrowing AgentIssuer Representative, upon AgentIssuer Representative’s request, such LenderNoteholder’s Commitment Applicable Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under Applicable Law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under Applicable Law: (i) the interest rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) to the extent a payment has been made under such rate, such excess amount shall be first applied to any unpaid principal balance owed by lawLoan Parties; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Loan Parties and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything to the contrary contained in this Agreement or in any Other Document, all agreements which either now are or which shall become agreements among BorrowersLoan Parties, Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any Other Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunderhereunder or thereunder, and the indebtedness evidenced hereby or thereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers Loan Parties and Agent. This provision In addition, unless preempted by federal law, the Revolving Interest Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code, as amended from time to time. The foregoing provisions shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Loan Parties and Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders Lender by reason thereof accruing on and after the date hereof shall be payable in accordance with Section 2.5 hereof3.1 of this Agreement. If by operation of this provision, Borrowers Loan Parties would be entitled to a refund of interest paid pursuant to this Agreement, each Lender agrees that it shall pay to Borrowing Agent, Loan Parties upon Agent’s request, request such Lender’s Revolving Commitment Percentage of such interest to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents or any of the Obligations.

Maximum Charges. It is In no event whatsoever shall interest and other charges charged hereunder exceed the intention of highest rate permissible under law. In the parties to comply strictly with applicable usury laws. Accordingly, no rate change shall be put into effect that event interest and other charges as computed hereunder would result in a rate greater than otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by lawBorrowers, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed amended to provide for such permissible rate. Notwithstanding anything In no event shall the aggregate "interest" (as defined in Section 347 of the Criminal Code (Canada), as amended or replaced from time to the contrary contained in time) payable under this Agreement exceed the effective annual rate of interest on the "credit advanced" (as defined in that section) under this Agreement lawfully permitted under that section. To the extent that any payment or in any Other Documentdemand under this Agreement is determined to be contrary to that section, all agreements which either now are such payment or which demand shall become agreements among Borrowersbe deemed to have been made by mutual mistake of the applicable Borrower, Agent and Lenders are hereby limited so that in no contingency or and the amount of any such payment (to such extent) shall be repaid to such Borrower. For purposes of this Agreement, the effective annual rate of interest shall be determined over the term of the Loan on the basis of annual compounding. In the event whatsoever shall of dispute, a certificate of a Fellow of the total liability for payments Canadian Institute of Actuaries appointed by Agent will be conclusive in the nature absence of interest, additional interest and other charges exceed manifest error for the applicable limits imposed by purposes of such determination. No Borrower shall have any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement action against Agent or any Other Document are held to be Lender for any damages whatsoever arising out of the payment or collection of any amounts in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held amounts of interest lawfully permitted to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers and Agent. This provision shall never be superseded or waived and shall control every other provision of this Agreement or any Other Document and all agreements among Borrowers, Agent and Lenders, or their respective successors and assigns. Unless preempted by federal law or as permitted under the sentence immediately following this sentence, the applicable Revolving Interest Rate from time to time in effect under this Agreement may not exceed the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lenders by reason thereof shall be payable in accordance with Section 2.5 hereof. If by operation of this provision, Borrowers would be entitled to a refund of interest paid pursuant to the Criminal Code (Canada). The parties agree that (i) the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement, each Lender agrees that it shall pay to Borrowing Agent, upon Agent’s request, such Lender’s Commitment Percentage and (ii) the rates of such interest stipulated in this Agreement are intended to be refunded, as determined by Agent. As provided in Section 16.1 hereof, this Agreement shall be governed by, nominal rates and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions. The provisions of this Section 3.6 with respect to the Texas Finance Code are included solely out of an abundance of caution and shall not be construed to mean that any provisions of Texas law are in any way applicable to this Agreement, the Other Documents effective rates or any of the Obligationsyields.