Common use of Maximum Rate Clause in Contracts

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless Notwithstanding anything to the contrary contained elsewhere in this Credit Agreement or in any other Credit Document, the Borrowers, the Agent and the Lenders hereby agree that all agreements among them under this Credit Agreement and the other Credit Documents, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever shall the amount paid, or agreed to be paid, to the Agent or any Lender for the use, forbearance, or detention of the money loaned to any Borrower and evidenced hereby or thereby or for the performance or payment of any provision covenant or obligation contained in herein or therein, exceed the Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of any provisions of this Credit Agreement or any of the Loan Documents, Funding Party other Credit Documents at the time performance of such provision shall never be entitled to receive, collect or apply as interest on due shall exceed the Obligations any amount in excess of the Maximum Highest Lawful Rate, andthen, in automatically, the event that Funding Party ever receiveobligation to be fulfilled shall be modified or reduced to the extent necessary to limit such interest to the Highest Lawful Rate, collect or apply as interest and if from any such excess, the amount circumstance any Lender should ever receive anything of value deemed interest by applicable law which would be exceed the Highest Lawful Rate, such excessive interest shall be deemed applied to be a partial prepayment the reduction of principal and treated hereunder as such; and, if the principal amount then outstanding hereunder or on account of any other then outstanding Obligations and not to the Obligations is paid in fullpayment of interest, any remaining or if such excessive interest exceeds the principal unpaid balance then outstanding hereunder and such other then outstanding Obligations, such excess shall forthwith be refunded to the applicable Borrower. All sums paid or agreed to be paid to the applicable Borrower Party. In determining whether Agent or not any Lender for the interest paid use, forbearance, or payable under detention of the Obligations and other indebtedness of the Borrowers to the Agent or any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lender shall, to the maximum extent permitted under by applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments be amortized, prorated, allocated and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest spread throughout the entire contemplated full term of the Obligations such indebtedness until payment in full so that the actual rate of interest rate on account of all such indebtedness does not exceed the Maximum Rate; provided that, if Highest Lawful Rate throughout the Obligations are paid and performed in full prior to the end of the full contemplated entire term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit indebtedness. The terms and provisions of this Section shall control every other provision of this Credit Agreement and all agreements among the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used hereinBorrowers, the term “applicable law” shall mean Agent and the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateLenders.

Maximum Rate. Regardless of Notwithstanding anything herein to the contrary, if at any provision contained time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or Issuing Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of the Loan Documentsinterest payable hereunder, Funding Party together with all Charges payable to such Lender or Issuing Lender, shall never be entitled limited to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event provided that Funding Party ever receive, collect or apply as interest any such excess, the excess amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to such Lender or Issuing Lender on subsequent payment dates to the applicable Borrower Partyextent not exceeding the Maximum Rate. In determining whether If Administrative Agent or not the any Lender shall receive interest paid or payable under any specific contingency in an amount that exceeds the Maximum Rate, each Borrower Party and Funding Party shallthe excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the maximum extent permitted under by applicable law: , (a) characterize any nonprincipal payment that is not principal as an expense, fee fee, or premium rather than as interest; , (b) exclude voluntary prepayments and the effects thereof; , and (c) amortize, prorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datehereunder.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided thatPROVIDED THAT, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Applicable Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on all or any part of the Obligations Obligation, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided thatObligation. However, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding and if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: all Legal Requirements, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, to the extent permitted by all Legal Requirements, be subject to any penalties provided by any laws Legal Requirements for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party Lenders shall never be entitled to receive, collect or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Obligations any amount in excess of interest calculated at the Maximum Rate, and, in the event that Funding Party any Lender ever receivereceives, collect collects or apply applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is are paid in full, any remaining excess shall forthwith be paid to the applicable Borrower PartyBorrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: , (ai) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; (bii) exclude voluntary prepayments and the effects thereof; and (ciii) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any provision contained applicable Law which a court of competent jurisdiction shall, in any of a final determination, deem applicable hereto. In the Loan Documents, Funding Party shall never be entitled to receive, collect event that such a court determines that the Lenders have charged or apply as received interest on the Obligations any amount hereunder in excess of the Maximum Ratehighest applicable rate, andthe rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, in and that neither the event that Funding Party ever Administrative Agent nor any Lender receive or contract to receive, collect directly or apply as indirectly in any manner whatsoever, interest any such excess, the amount in excess of that which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith may be paid to by the Borrower under applicable Borrower PartyLaw. In determining whether or not the interest paid contracted for, charged, or payable received hereunder exceeds the highest rate permissible under any specific contingency exceeds applicable Law, the Maximum Rate, each Borrower Party and Funding Party shalldetermining Person may, to the maximum extent permitted under by applicable law: Law, (a) characterize any nonprincipal payment that is not principal as an expense, fee fee, or premium rather than as interest; , (b) exclude voluntary prepayments and the effects thereof; , and (c) amortize, prorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datehereunder.

Maximum Rate. Regardless In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement contracted for, charged, received or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any provision contained Applicable Law which a court of competent jurisdiction shall, in any of a final determination, deem applicable hereto. In the Loan Documentsevent that such a court determines that the Lenders have contracted for, Funding Party shall never be entitled to receivecharged, collect received or apply as collected interest on the Obligations any amount hereunder in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excesshighest applicable rate, the amount which would rate in effect hereunder shall automatically be excessive reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrowers any interest shall be deemed received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount balance of the Obligations on a pro rata basis. It is paid the intent hereof that the Borrowers not pay or contract to pay, and that neither the Administrative Agent nor any Lender contract for, charge or receive, or contract to charge or receive, directly or indirectly in fullany manner whatsoever, any remaining interest in excess shall forthwith of that which may be paid to by the applicable Borrower PartyBorrowers under Applicable Law. In determining whether or not the interest paid contracted for, charged or payable under received by the Administrative Agent or any specific contingency Lender exceeds the Maximum Ratehighest rate permissible under Applicable Law, each Borrower Party and Funding Party shallsuch Person may, to the maximum extent permitted under applicable law: by Applicable Law, (aA) characterize any nonprincipal payment that is not principal as an expense, fee or premium rather than as interest; , (bB) exclude voluntary prepayments and the effects thereof; , and (cC) amortize, prorate, allocate and spread, in equal or unequal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datehereunder.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, andand if any Lender ever does so, in the event that Funding Party ever receive, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Applicable Laws, (a) treat all Advances and Loans as a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Advances and Loans is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, that if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party then Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties Lenders receiving such excess shall not not, to the extent permitted by Applicable Laws, be subject to any penalties provided by any laws Applicable Laws for contracting forcontracting, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as Borrower agrees that Chapter 346 of the date hereof; provided, however, that in Texas Finance Code (which regulates certain revolving credit loan accounts and revolving tri-party accounts) does not apply to the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateObligations.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided thatPROVIDED THAT, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on all or any part of the Obligations Obligation, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders Senior Secured Term Loan and Borrower agree that such is the case), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof and any Termination Fee payable as a result thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided thatObligation. However, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum RateAmount. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.ALLIED AMENDED AND RESTATED CREDIT AGREEMENT

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if a Lender ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyCompany. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party the Company and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and the Company agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment otherwise payable under the Loan Papers as an expense, fee fee, or premium premium, rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower PartyBorrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility B Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility B Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility B Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility B Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility B Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Facility B Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility B Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility B Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility B Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility B Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility B Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless It is the intent of any provision Administrative Agent, Lenders and Borrower in the execution and performance of the Credit Documents to remain in strict compliance with applicable Laws from time to time in effect, including applicable laws limiting the amount or rate of interest. Administrative Agent, Lenders and Borrower stipulate and agree that none of the terms and provisions contained in any the Credit Documents shall ever be construed to create a contract to pay for the use, forbearance or detention of the Loan Documents, Funding Party shall never be entitled to receive, collect money with interest at a rate or apply as interest on the Obligations any in an amount in excess of the Maximum RateRate or Maximum Amount. For purposes of the Credit Documents, and"interest" shall include the aggregate of all charges which constitute interest under applicable Laws that are contracted for, charged, reserved, received or paid under the Credit Documents. Borrower shall never be required to pay unearned interest and shall never be required to pay interest at a rate or in an amount in excess of the Maximum Rate or Maximum Amount, and the provisions of this section shall control over all other provisions of the Credit Documents, and of any other instrument pertaining to or securing the Obligation, which may be in actual or apparent conflict herewith. If the Obligation is prepaid, or if the maturity of the Obligation is accelerated for any reason, or if under any contingency the effective rate or amount of interest which would otherwise be payable under the Credit Documents would exceed the Maximum Rate or Maximum Amount, or in the event any Lender or any holder of the Obligation shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the event absence of this provision, increase the effective rate or amount of interest payable under the Credit Documents to a rate or amount in excess of that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed permitted to be a partial prepayment of principal and treated hereunder as such; andcharged, if contracted for, taken, reserved or received under applicable Laws then in effect, then the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to Obligation or the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout which would otherwise be payable on the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior Obligation or both shall be reduced to the end of amount allowed under applicable Laws as now or hereinafter construed by the full contemplated term thereofcourts having jurisdiction, and if the interest received for the actual period of existence thereof exceeds the Maximum Rateall such moneys so charged, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting contracted for, chargingtaken, taking, reserving reserved or receiving received that are deemed to constitute interest in excess of the Maximum Rate shall immediately be returned to or credited to the account of Borrower upon such determination. Administrative Agent, Lenders and Borrower further stipulate and agree that, without limitation of the foregoing, all calculations of the rate or amount of interest contracted for, charged, taken, reserved or received under the Credit Documents which are made for the purpose of determining whether such rate or amount exceeds the Maximum Rate or Maximum Amount, shall be made to the extent not prohibited by applicable Laws, by amortizing, prorating, allocating and spreading during the period of the full stated term of the Obligation, all interest at any time contracted for, charged, taken, reserved or received from Borrower or AMENDED AND RESTATED CREDIT AGREEMENT AMERICAN NATIONAL BANK Page 33 ULTRAK OPERATING, L.P. otherwise by Lenders or any other holder of the Notes. If the Laws of the State of Texas are applicable for purposes of determining the "Maximum Rate. As used herein", such term shall mean "the "weekly rate ceiling" from time to time in effect under Chapter 1D., Subtitle 1, Title 79, Revised Civil Statutes of Texas (Article 5069-1D.001 et seq.), as amended, or, if permitted by applicable Law and effective upon the giving of the notices required by such applicable Law (or effective upon any other date otherwise specified by applicable Law), the term “applicable law” shall mean "monthly ceiling," the law "quarterly ceiling," or "annualized ceiling" from time to time in effect as of under such applicable Law whichever that the date hereof; provided, however, that in Lenders shall elect to substitute for the event there is a change in the law which results in a higher permissible "weekly rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.ceiling,"

Maximum Rate. Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the Loan Documentsparties to this Agreement that no Credit Party may contract for, Funding Party shall never be entitled to receivecharge, collect take, reserve, receive or apply apply, as interest on all or any part of the Obligations Obligation any amount in excess of the Maximum RateRate or the Maximum Amount or receive any unearned interest in violation of any applicable law, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest then any such excess, the amount which would be excessive interest excess shall be deemed to be treated as a partial repayment or prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party Borrower, and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: , (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that this is the case and that provision in this Agreement for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; , (bc) exclude voluntary repayments or prepayments and the effects thereof; their effects, and (cd) amortize, prorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations Obligation so that the interest rate does not exceed the Maximum Rate; provided that. If, if however, the Obligations are Obligation is paid and performed in full prior to before the end of the its full contemplated term thereofterm, and if the interest received for the its actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then Lenders shall refund any excess (and Lenders may not, to the extent permitted by applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations andlaw, in such event, Funding Parties shall not be subject to any penalties provided by any laws Governmental Requirements for contracting for, charging, taking, reserving or receiving Third Amended and Restated Credit Agreement interest in excess of the Maximum Amount). If the Governmental Requirements of the State of Texas are applicable for purposes of determining the “Maximum Rate. As used herein, ” or the term “applicable lawMaximum Amount,” shall then those terms mean the law “weekly ceiling” from time to time in effect under Texas Finance Code § 303, as amended. Borrower agrees that Chapter 346 of the date hereof; providedTexas Finance Code, howeveras amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts), that in does not apply to the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateObligation.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Applicable Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Applicable Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received 31 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 37 for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPapers, Funding Party Lender shall never be entitled to receivecontract for, collect charge, take, reserve, receive or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party Lender ever receivecontracts for, collect charges, takes, reserves, receives or apply applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the Maximum Rate, each Borrower Party and Funding Party Lender shall, to the maximum extent permitted under applicable law: (a) treat all Advances as but a single extension of credit (and Lender and Borrower agree that such is the case and that provision herein for multiple Advances is for convenience only); (b) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; (bc) exclude voluntary prepayments and the effects thereof; and (cd) amortize, prorate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lender shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lender shall not to the extent permitted bylaw, be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Amount. To the extent the laws of the State of Texas are applicable for purposes of determining the "Maximum Rate. As used herein" or the "Maximum Amount", the such term “applicable law” shall mean the law "indicated rate ceiling" from time to time in effect under Article 1.04, Title 79, Revised Civil Statutes of Texas, as amended. Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas, 1925, as amended, Borrower agrees that such Chapter 15 (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in any manner apply to the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateObligation.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Advances as but a single extension of credit (and Lender and Borrower agree that such is the case and that provision herein for multiple Advances is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided thatPROVIDED THAT, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall THIRD AMENDED AND 25 RESTATED CREDIT AGREEMENT refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Facility A Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility A Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility A Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility A Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility A Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility A Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless It is the intent of the Lenders and Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and Borrower are hereby limited by the provisions of this section which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any provision contained in event or contingency (including but not limited to prepayment or acceleration of the maturity date of the Obligations), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the Maximum Rate. If, from any possible construction of any of the Loan DocumentsCredit Documents or any other document, Funding Party shall never interest would otherwise be entitled to receive, collect or apply as interest on the Obligations any amount payable in excess of the Maximum Rate, and, in any such construction shall be subject to the event that Funding Party provisions of this paragraph and interest owing pursuant to such documents shall be automatically reduced to the Maximum Rate without the necessity of execution of any amendment or new document. If any Lender shall ever receive, collect or apply receive anything of value which is characterized as interest any such excesson the Loans under Applicable Law and which would, apart from this provision, be in excess of the Maximum Rate, an amount equal to the amount which would be have been excessive interest shall shall, without penalty, be deemed applied to be a partial prepayment the reduction of the principal amount owing on the Loans and treated hereunder as such; andnot to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Obligations is Loans. The right to demand payment of the Loans or any other debt evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid in full, any remaining excess shall forthwith or agreed to be paid to the applicable Borrower Party. In determining whether or not Lenders with respect to the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Loans shall, to the maximum extent permitted under applicable law: by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term (aincluding any renewal or extension) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and of the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, Loans so that the total amount of interest throughout the entire contemplated term on account of the Obligations so that the interest rate Loans does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility A Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility A Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility A Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility A Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility A Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the Loan Documentsparties to this Agreement that no Credit Party may contract Amended and Restated Credit Agreement 27 for, Funding Party shall never be entitled to receivecharge, collect take, reserve, receive or apply apply, as interest on all or any part of the Obligations Obligation any amount in excess of the Maximum RateRate or the Maximum Amount or receive any unearned interest in violation of any applicable law, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest then any such excess, the amount which would be excessive interest excess shall be deemed to be treated as a partial repayment or prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: , (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that this is the case and that provision in this Agreement for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; , (bc) exclude voluntary repayments or prepayments and the effects thereof; their effects, and (cd) amortize, prorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that Obligation. If, however, the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are Obligation is paid and performed in full prior to before the end of the its full contemplated term thereofterm, and if the interest received for the its actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then Lenders shall refund any excess (and Lenders may not, to the extent permitted by applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations andlaw, in such event, Funding Parties shall not be subject to any penalties provided by any laws Governmental Requirements for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount).

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean Table of Contents the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding and if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: all Legal Requirements, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, CREDIT AGREEMENT to the extent permitted by all Legal Requirements, be subject to any penalties provided by any laws Legal Requirements for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “"applicable law” " shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.. 133

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: all Legal Requirements, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, to the extent permitted by all Legal Requirements, be subject to any penalties provided by any laws Legal Requirements for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided thatPROVIDED THAT, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any provision contained applicable Law which a court of competent jurisdiction shall, in any of a final determination, deem applicable hereto. In the Loan Documents, Funding Party shall never be entitled to receive, collect event that such a court determines that the Lenders have charged or apply as received interest on the Obligations any amount hereunder in excess of the Maximum Ratehighest applicable rate, andthe rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, in and that neither the event that Funding Party ever Administrative Agent nor any Lender receive or contract to receive, collect directly or apply as indirectly in any manner whatsoever, interest any such excess, the amount in excess of that which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith may be paid to by the Borrower under applicable Borrower PartyLaw. In determining whether or not the interest paid contracted for, charged, or payable received hereunder exceeds the highest rate permissible under any specific contingency exceeds applicable Law, the Maximum Rate, each Borrower Party and Funding Party shalldetermining Person may, to the maximum extent permitted under by applicable law: Law, (ai) characterize any nonprincipal payment that is not principal as an expense, fee fee, or premium rather than as interest; , (bii) exclude voluntary prepayments and the effects thereof; , and (ciii) amortize, prorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datehereunder.