Common use of Rate Provision Clause in Contracts

Rate Provision. It is not the intention of any Guaranteed Party to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance Administrative Agent or any Guaranteed Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, Guarantors and Guaranteed Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, that if the Guarantied 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 Highest Lawful Rate, Guaranteed Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsLoans, Swing Line Loans, L/C Borrowings and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall the Borrower or any Guarantor other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrower or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each GCI Entity, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Borrower the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 10.09 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Loans, Term Loans and then Loans, Swing Line Loans, L/C Borrowings, second to the reduction of principal of any other Guarantied Obligations, and third any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rateany applicable Laws. In no event shall any the Guarantor be obligated to pay any amount in excess of the Highest Lawful Rateapplicable Laws. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Lawapplicable Laws, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rateamount allowed by applicable Law, Guarantors the Guarantor and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Lawapplicable Laws, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate amount permitted by applicable Laws and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rateamount permitted by applicable Laws, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rateamount permitted by applicable Law.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrower or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Borrower the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 11.08 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of Form of Guaranty outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsLoans, L/C Borrowings and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party Lender to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party Lender shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Party Lender shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsAdvances, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed Parties the Lenders shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed Parties the Lenders shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party Lender shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of the outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, Loan and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsLoans, L/C Borrowings and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall Company or any Guarantor other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to Company or the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors Company, each Subsidiary of Company, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Company the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 9.8 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall Company or any Guarantor other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to Company or the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors Company, each Subsidiary of Company, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, PROVIDED that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Company the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This SECTION 9.8 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent Lender or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrower or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Administrative Lender and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Lender or Lenders, as appropriate, shall refund to the payor Borrower the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Lender nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 11.08 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful maximum non-usurious amount and the maximum non-usurious rate of interest which, under all Applicable Law, the Administrative Agent and the Lenders are permitted to contract for, charge, take, reserve, or receive on the Obligations (the “Maximum Rate”). In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Maximum Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed interest in excess interest of the Maximum Rate under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal Loans, unreimbursed drawings under Letters of any other Guarantied Obligations, Credit and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Maximum Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Maximum Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Maximum Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Maximum Rate.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrower or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Borrower the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 11.08 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsLoans, Swing Line Loans, L/C Borrowings and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall the Company or any Guarantor other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Company or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each GCI Entity, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Company the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 10.09 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Party Lender to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party Lender shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Party Lender shall ever receive, collect or apply receive anything of value deemed excess interest under Applicable Lawapplicable law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsAdvances, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed Parties the Lenders shall, to the maximum extent permitted by Applicable Lawapplicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (cd) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed Parties the Lenders shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party Lender shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful maximum non-usurious amount and the maximum non-usurious rate of interest which, under all Applicable Law, the Administrative Agent and the Bridge Lenders are permitted to contract for, charge, take, reserve, or receive on the Obligations (the “Maximum Rate”). In no event shall any the Guarantor be obligated to pay any amount in excess of the Highest Lawful Maximum Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed interest in excess interest of the Maximum Rate under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsBridge Loans, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Maximum Rate, Guarantors the Guarantor and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Maximum Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Maximum Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Maximum Rate.

Rate Provision. It is not the intention of any Guaranteed Party to make an agreement violative in violation of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Guaranteed Obligations, any amount in excess of the Highest Lawful amount collectible at the Maximum Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful amount collectible at the Maximum Rate. If from any circumstance Administrative Agent or any Guaranteed Party shall ever receive, collect or apply anything of value deemed excess apply, as interest, any such excess, such amount as would be excessive interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction deemed a partial repayment of principal of the principal amount of outstanding Revolving Loans and Term Loans and then to the a payment of principal of any other Guarantied Guaranteed Obligations, and any remainder shall be promptly refunded to the payor. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful amount collectible at the Maximum Rate, the Guarantors and Guaranteed Parties shall, to the maximum extent permitted by Applicable under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Guaranteed Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied the Guaranteed Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between among portions of such Guarantied the Guaranteed Obligations; provided, however, that if the Guarantied Guaranteed 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 Highest Lawful amount collectible at the Maximum Rate, the Guaranteed Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount of the Guaranteed Obligations owing, and, in such event, no Guaranteed Party shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful amount collectible at the Maximum Rate. This Section shall control every other provision of all agreements pertaining to the transactions contemplated by or contained in the Loan Documents.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrowers or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest inter est throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Borrowers the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 11.08 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Party Lender to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party Lender shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Guaranteed Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Party Lender shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsAdvances, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Guaranteed Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed Parties the Lenders shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Guaranteed Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Guaranteed Obligations; provided, provided that if the Guarantied Guaranteed 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 Highest Lawful Rate, Guaranteed Parties the Lenders shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party Lender shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party Lender to make -------------- an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party Lender shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Party Lender shall ever receive, collect or apply receive anything of value deemed excess interest under Applicable Lawapplicable law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsAdvances, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed Parties the Lenders shall, to the maximum extent permitted by Applicable Lawapplicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (cd) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed Parties the Lenders shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party Lender shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrower or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Administrative Agent and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest inter est throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Agent or Lenders, as appropriate, shall refund to the payor Borrower the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Agent nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 11.08 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent Agent, Canadian Agent, Issuing Bank, Canadian Issuing Bank or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to Parent, CA Canada or the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Agent, Canadian Agent, Issuing Bank, Canadian Issuing Bank and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepay ments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, PROVIDED that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Agent, Canadian Agent, Issuing Bank, Canadian Issuing Bank or Lenders, as appropriate, shall refund to the payor Parent or CA Canada the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party none or Agent, Canadian Agent, Issuing Bank, Canadian Issuing Bank or any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This SECTION 9.09 shall control every other provision of all agree ments among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent Lender or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrower or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Administrative Lender and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Lender or Lenders, as appropriate, shall refund to the payor Borrower the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Lender nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 11.08 shall control every other provision of all agreements among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans Loans, Term Loans, Swing Line Loans, and Term Loans L/C Forms of Amended and then Restated Guaranty Borrowings, second to the reduction of principal of any other Guarantied Obligations, and third any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Maximum Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Maximum Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans, Swing Line Loans and Term Loans and then to the principal of any other Guarantied ObligationsL/C Borrowings, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Maximum Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Maximum Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Maximum Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Maximum Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then Loans, second to the reduction of principal of any other Guarantied Obligations, and third any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Maximum Rate. In no event shall any the Guarantor be obligated to pay any amount in excess of the Highest Lawful Maximum Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsL/C Borrowings, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Maximum Rate, Guarantors the Guarantor and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Maximum Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Maximum Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Maximum Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Loans, Term Loans and then to the principal of any other Guarantied ObligationsLoans, Swing Line Loans, L/C Borrowings and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, the Guarantors and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guarantyany of the Loan Papers, no Guaranteed Party Lender shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied ObligationsObligation, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent Lender ever receives, collects or applies, as interest, any Guaranteed Party such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorCompanies. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors the Companies and Guaranteed Parties Lenders shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied Obligations the Obligation so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied ObligationsObligation; provided, however, that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Lenders shall refund to the payor Companies the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section shall control every other provision of all agreements among the parties to this Agreement pertaining to the transactions contemplated by or contained in the Loan Papers.

Rate Provision. It is not the intention of any Guaranteed Party Bank to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Maximum Rate. In no event shall any the Guarantor be obligated to pay any amount in excess of the Highest Lawful Maximum Rate. If from any circumstance Administrative the Agent or any Guaranteed Party Bank shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the 114 reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Maximum Rate, Guarantors the Guarantor and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Maximum Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Maximum Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Maximum Rate.

Rate Provision. It is not the intention of any Guaranteed Guarantied Party to make an agreement violative of the Laws laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Guarantied Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any the Guarantor be obligated to pay any amount in excess of the Highest Lawful Rate. If from any circumstance the Administrative Agent or any Guaranteed Guarantied Party shall ever receive, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such excess shall be applied first to the reduction of the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied ObligationsLoans, L/C Borrowings and any remainder shall be promptly refunded to the payor. In determining whether or not interest paid or payable with respect to the Guarantied Obligations, under any specified contingency, exceeds the Highest Lawful Rate, Guarantors the Guarantor and Guaranteed the Guarantied Parties shall, to the maximum extent permitted by Applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such Guarantied Obligations so that the interest paid on account of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful Rate, Guaranteed the Guarantied Parties shall refund to the payor the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Guarantied Party shall be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the Highest Lawful Rate.

Rate Provision. It is not the intention of any Guaranteed Party party to any Loan Papers to make an agreement violative of the Laws of any applicable jurisdiction relating to usury. Regardless of any provision in this Guaranty, no Guaranteed Party shall ever be entitled to contract, charge, receive, collect or apply, as interest on the Guarantied Obligations, any amount in excess of the Highest Lawful Rate. In no event shall any Guarantor Obligor or any other Person be obligated to pay any amount in excess of the Highest Lawful RateMaximum Amount. If from any circumstance Administrative Agent Lender or any Guaranteed Party Lender ever receives, collects or applies, as interest, any such excess, such amount which would be excessive interest shall ever receivebe deemed a partial repayment of principal and treated hereunder as such; and if principal is paid in full, collect or apply anything of value deemed excess interest under Applicable Law, an amount equal to such any remaining excess shall be applied first paid to the reduction of Borrower or the principal amount of outstanding Revolving Loans and Term Loans and then to the principal of any other Guarantied Obligations, and any remainder shall be promptly refunded to the payorPerson entitled thereto. In determining whether or not the interest paid or payable with respect to the Guarantied Obligationspayable, under any specified specific contingency, exceeds the Highest Lawful RateMaximum Amount, Guarantors each Obligor, Administrative Lender and Guaranteed Parties each Lender shall, to the maximum extent permitted by under Applicable LawLaws, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effect thereof, and (c) amortize, prorate, allocate and spread in equal parts, the total amount of interest throughout the full entire contemplated term of such Guarantied the Obligations so that the interest paid on account rate is uniform throughout the entire term of such Guarantied Obligations does not exceed the Highest Lawful Rate and/or (c) allocate interest between portions of such Guarantied Obligations; provided, provided that if the Guarantied 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 Highest Lawful RateMaximum Amount, Guaranteed Parties Administrative Lender or Lenders, as appropriate, shall refund to the payor Borrower the amount of such excess or credit the amount of such excess against the total principal amount owing, and, in such event, no Guaranteed Party neither Administrative Lender nor any Lender shall be subject to any penalties provided by any laws Laws for contracting for, charging or receiving interest in excess of the Highest Lawful RateMaximum Amount. This Section 11.08 shall control every other provision of all agree- ments among the parties to the Loan Papers pertaining to the transactions contemplated by or contained in the Loan Papers.