Common use of Compliance with Usury Laws Clause in Contracts

Compliance with Usury Laws. All agreements between any Obligor, the Agents, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, and the Lenders.

Compliance with Usury Laws. It is the intention of the parties to conform strictly to the usury laws, whether state or federal, that are applicable to this Note. All agreements between any ObligorBorrower and KeyBank, the Agentswhether now existing or hereafter arising and whether oral or written, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby hereof or otherwise, shall the amount paid or agreed to be paid to any Agent KeyBank or any Lender the holder hereof, or collected by KeyBank or such holder, for the use use, forbearance or the forbearance detention of the indebtedness evidenced hereby money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in the Loan Agreement, exceed the maximum amount permissible under applicable lawfederal or state usury laws. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, If under or from any circumstances whatsoever, whatsoever fulfillment of any provision hereof or of any of the Loan Documents Agreement, at the time performance of such provision shall be due, shall involve transcending exceeding the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, ; and if under or from any circumstances whatsoever any Agent KeyBank or any Lender should other holder hereof shall ever receive as interest an amount deemed interest by applicable law, which would exceed the highest lawful rate, such amount which that would be excessive interest under applicable usury laws shall be applied to the reduction of the principal balance evidenced hereby amount owing hereunder or to other indebtedness secured by the Loan Agreement and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. This provision All sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the Loan evidenced hereby and thereby so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof and thereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the ObligorsBorrower, the Agents, any endorser or Guarantor and the LendersKeyBank.

Compliance with Usury Laws. All agreements between any Obligoramong Borrower, the AgentsGuarantor, Agent and any Lender Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender Lenders for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ”, shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Agent and the Lenders in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth State of Massachusetts New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents or the Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligorsamong Borrower, the AgentsGuarantor, Agent and the Lenders.

Compliance with Usury Laws. All agreements between any ObligorBorrower, the AgentsAdministrative Agent, and any Lender Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Administrative Agent or any Lender Lenders for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Administrative Agent and the Lenders in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan other Credit Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Administrative Agent or any Lender Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligorsamong Borrower, the AgentsAdministrative Agent, and the Lenders.

Compliance with Usury Laws. All agreements between any Obligoramong the Borrower, the Agents, Agent and any Lender the Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any the Agent or any Lender the Bank for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ”, shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Agent and the Lenders in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth State of Massachusetts New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender the Bank should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between among the ObligorsBorrower, the Agents, Agent and the LendersLenders with respect to the Loan.

Compliance with Usury Laws. All agreements between any Obligoramong Borrower, the AgentsGuarantor, Agent and any Lender Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender Lenders for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" ", shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Agent and the Lenders in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents or the Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligorsamong Borrower, the AgentsGuarantor, Agent and the Lenders.

Compliance with Usury Laws. All It is the intention of the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between any ObligorBorrower, Administrative Agent and the Agents, and any Lender Lenders with respect to the Loans are hereby expressly limited so that in no contingency or event whatsoeverevent, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Administrative Agent or any Lender or charged by any Lender for the use use, forbearance or the forbearance detention of the indebtedness evidenced hereby money to be lent hereunder or otherwise, exceed the maximum permissible under applicable amount allowed by law. As used hereinIf the Loans would be usurious under Applicable Law (including the laws of the State and the laws of the United States of America), then, notwithstanding anything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest under Applicable Law that is contracted for, taken, reserved, charged or received under the Loan Documents shall under no circumstances exceed the maximum amount of interest allowed by Applicable Law, and any excess shall be credited on the Notes by the holders thereof (or, if the Notes have been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Administrative Agent in accordance with the terms hereof, or in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by Applicable Law. In such case, excess interest, if any, provided for in the Loan Documents or otherwise, to the extent permitted by Applicable Law, shall be amortized, prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest is uniform through the term "applicable law" hereof. If such amortization, proration, allocation and spreading is not permitted under Applicable Law, then such excess interest shall mean the law in effect be cancelled automatically as of the date hereofof such acceleration or prepayment and, PROVIDEDif theretofore paid, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be credited on the Notes (or, if the Notes have been paid in full, refunded to Borrower). The terms and provisions of this Section 12.3 shall control and supersede every other provision of the Loan Documents. Except as otherwise expressly provided therein, the Loan Documents are contracts made under and shall be construed in accordance with and governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth State of Massachusetts from New York, except that if at any time the laws of the United States of America permit the Lenders to time in effect. Ifcontract for, under take, reserve, charge or from any circumstances whatsoever, fulfillment receive a higher rate of interest than is allowed by the laws of the State of New York (whether such federal laws directly so provide or refer to the law of any provision hereof state), then such federal laws shall to such extent govern as to the rate of interest which the Lenders may contract for, take, reserve, charge or of any of receive under the Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, and the LendersDocuments.

Compliance with Usury Laws. All agreements between any Obligor, the Agents, Company and any Lender each Bank are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender such Bank for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof; provided, PROVIDED, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents Company and the Lenders each Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth State of Massachusetts North Carolina from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit limits of such validity, and if under or from any circumstances whatsoever any Agent or any Lender Bank should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, Company and the Lenderseach Bank.

Compliance with Usury Laws. It is the intention of the parties to conform strictly to the usury laws, whether state or federal, that are applicable to this Note. All agreements between any ObligorBorrower and the Lender, the Agentswhether now existing or hereafter arising and whether oral or written, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby hereof or otherwise, shall the amount paid or agreed to be paid to any Agent the Lender or any the holder hereof, or collected by the Lender or such holder, for the use use, forbearance or the forbearance detention of the indebtedness evidenced hereby money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any of the Loan Documents, exceed the maximum amount permissible under applicable lawfederal or state usury laws. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, If under or from any circumstances whatsoever, whatsoever fulfillment of any provision hereof or of any of the Loan Documents Documents, at the time performance of such provision shall be due, shall involve transcending exceeding the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, ; and if under or from any circumstances whatsoever any Agent the Lender or any Lender should other holder hereof shall ever receive as interest an amount deemed interest by applicable law, which would exceed the highest lawful rate, such amount which that would be excessive interest under applicable usury laws shall be applied to the reduction of the principal balance evidenced hereby amount owing hereunder or to other indebtedness secured by the Loan Documents and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. This provision All sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the Loan evidenced hereby and thereby so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof and thereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the ObligorsBorrower, the Agents, any endorser or Guarantor and the LendersLender.

Compliance with Usury Laws. All agreements between any Obligor, the Agents, Borrower and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents Borrower and the Lenders Lender in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth State of Massachusetts New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents or the Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby without any prepayment fees or charges and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, among Borrower and the LendersLender.

Compliance with Usury Laws. All agreements between any ObligorBorrower, the AgentsGuarantor, Administrative Agent, and any Lender Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Administrative Agent or any Lender Lenders for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Administrative Agent and the Lenders in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth State of Massachusetts North Carolina from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Credit Documents or the Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Administrative Agent or any Lender Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligorsamong Borrower, the AgentsGuarantor, Administrative Agent, and the Lenders.

Compliance with Usury Laws. All agreements between the Borrower, any ObligorGuarantor, the Agents, Agent and any Lender the Banks are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any the Agent or any Lender the Banks for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement the Credit Notes shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Guarantors, the Agent and the Lenders Banks in the execution, delivery and acceptance of this Agreement the Credit Notes to contract in strict compliance with the laws of the Commonwealth State of Massachusetts New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any the Agent or any Lender the Banks should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements Credit Documents between or among the ObligorsBorrower, a Guarantor, the Agents, Agent and the LendersBanks.

Compliance with Usury Laws. All agreements between any Obligoramong Bxxxxxxx, the AgentsGuarantor, Agent and any Lender Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender Lenders for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ”, shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBxxxxxxx, the Agents Agent and the Lenders Lxxxxxx in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents or the Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligorsamong Borrower, the AgentsGuarantor, Agent and the Lenders.

Compliance with Usury Laws. All agreements between any Obligor, Borrower and Lender with respect to the Agents, and any Lender loan evidenced hereby are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement [TI/Cap Ex/Covered/Repositioning] Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents Borrower and the Lenders Lender in the execution, delivery and acceptance of this Agreement [TI/Cap Ex/Covered/Repositioning] Note to contract in strict compliance with the laws of the Commonwealth State of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby without any prepayment fees or charges and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, among Borrower and the LendersLender.

Compliance with Usury Laws. All agreements between any Obligor, the Agents, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it It is the intent of Grantor and Agent and all other parties to the Obligors, the Agents Loan Documents to conform to and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts applicable usury law from time to time in effect. All agreements between Agent and Grantor (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Instrument, the Notes or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the “Maximum Amount”). If, under or from any circumstances whatsoever, fulfillment possible construction of any provision hereof or of any document, interest would otherwise be payable in excess of the Loan Documents at the time performance of Maximum Amount, any such provision construction shall be due, subject to the provisions of this Section and such document shall involve transcending ipso facto be automatically reformed and the limit of validity prescribed by applicable law, then the obligation to interest payable shall be fulfilled shall automatically be reduced to the limit Maximum Amount, without the necessity of such validity, and if under execution of any amendment or from any circumstances whatsoever any new document. If Agent or any Lender should shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would exceed the highest lawful rate, such amount which would be have been excessive interest shall shall, without penalty, be applied to the reduction of the principal balance evidenced hereby amount owing on the Secured Obligations in the inverse order of its maturity and not to the payment of interest, or refunded to Grantor or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. This provision shall control every The right to accelerate maturity of the Notes or any other provision Secured Obligation does not include the right to accelerate any interest which has not otherwise accrued on the date of all agreements between such acceleration, and Agent does not intend to charge or receive any unearned interest in the Obligorsevent of acceleration. All interest paid or agreed to be paid to Agent shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the Agentsterm “applicable law” shall mean the laws of the State of Texas, and or the Lendersfederal laws of the United States applicable to this transaction, whichever laws allow the greatest interest, as such laws now exist or may be changed or amended or come into effect in the future.

Compliance with Usury Laws. All agreements between the Borrower, any Obligor, the AgentsGuarantor, and any the Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any the Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement the Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Guarantors, and the Lenders Lender in the execution, delivery and acceptance of this Agreement the Note to contract in strict compliance with the laws of the Commonwealth State of Massachusetts Maryland from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any the Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements Credit Documents between or among the ObligorsBorrower, the Agentsa Guarantor, and the LendersLender.

Compliance with Usury Laws. All agreements between any Obligor, the Agents, Borrower and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents Borrower and the Lenders Lender in the execution, execution and delivery and acceptance of this Agreement hereof to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, Borrower and the LendersLender.

Compliance with Usury Laws. It is the intention of the parties to conform strictly to the usury laws, whether state or federal, that are applicable to this Note. All agreements between any ObligorBorrower and Lender, the Agentswhether now existing or hereafter arising and whether oral or written, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby hereof or otherwise, shall the amount paid or agreed to be paid to Lender, or collected by Lender, for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any Agent covenant or obligation contained herein, the Security Instrument or any Lender for the use or the forbearance of the indebtedness evidenced hereby Other Security Documents exceed the maximum amount permissible under applicable lawfederal or state usury laws. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, If under or from any circumstances whatsoever, whatsoever fulfillment of any provision hereof hereof, the Security Instrument or of any of the Loan Documents Other Security Documents, at the time performance of such provision shall be due, shall involve transcending exceeding the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, ; and if under or from any circumstances whatsoever any Agent or any Lender should shall ever receive as interest an amount deemed interest by applicable law, which would exceed the highest lawful rate, such amount which that would be excessive interest under applicable usury laws shall be applied to the reduction of the principal balance evidenced hereby amount owing hereunder or to other indebtedness secured by the Security Instrument and/or the Other Security Documents and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on behalf of Borrower. This provision All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of this Note so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof and thereof. The terms and provisions of this Article shall control and supersede every other provision of all agreements between the Obligors, the Agents, Borrower and the LendersLender and any endorser or guarantor.

Compliance with Usury Laws. All agreements between any Obligor, the Agents, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it It is the intent of Borrower and Lender and all other parties to the Obligors, the Agents Loan Documents to conform to and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts applicable usury law from time to time in effect. All agreements between Lender and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Security Instrument, the Note or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the "Maximum Amount"). If, under or from any circumstances whatsoever, fulfillment possible construction of any provision hereof or of any document, interest would otherwise be payable in excess of the Loan Documents at the time performance of Maximum Amount, any such provision construction shall be due, subject to the provisions of this Section and such document shall involve transcending ipso facto be automatically reformed and the limit of validity prescribed by applicable law, then the obligation to interest payable shall be fulfilled shall automatically be reduced to the limit Maximum Amount, without the necessity of such validity, and if under execution of any amendment or from any circumstances whatsoever any Agent or any new document. If Lender should shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would exceed the highest lawful rate, such amount which would be have been excessive interest shall shall, without penalty, be applied to the reduction of the principal balance evidenced hereby amount owing on the secured indebtedness in the inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. This provision shall control every The right to accelerate maturity of the Note or any other provision of all agreements between secured indebtedness does not include the Obligors, right to accelerate any interest which has not otherwise accrued on the Agents, and the Lenders.XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 47

Compliance with Usury Laws. All agreements between any Obligor, the Agents, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it It is the intent of Borrower and Lender and all other parties to the Obligors, the Agents Loan Documents to conform to and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts applicable usury law from time to time in effect. All agreements between Lender and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Security Instrument, the Note or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the "Maximum Amount"). If, under or from any circumstances whatsoever, fulfillment possible construction of any provision hereof or of any document, interest would otherwise be payable in excess of the Loan Documents at the time performance of Maximum Amount, any such provision construction shall be due, subject to the provisions of this Section and such document shall involve transcending ipso facto be automatically reformed and the limit of validity prescribed by applicable law, then the obligation to interest payable shall be fulfilled shall automatically be reduced to the limit Maximum Amount, without the necessity of such validity, and if under execution of any amendment or from any circumstances whatsoever any Agent or any new document. If Lender should shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would exceed the highest lawful rate, such amount which would be have been excessive interest shall shall, without penalty, be applied to the reduction of the principal balance evidenced hereby amount owing on the secured indebtedness in the inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. This provision shall control every The right to accelerate maturity of the Note or any other provision secured indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of all agreements between the Obligors, the Agentssuch acceleration, and Lender does not intend to charge or receive any unearned interest in the Lenders.event of acceleration. All interest paid or agreed to be paid to Lender shall, to the extent permitted by applicable law, be amortized, prorated, XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 47

Compliance with Usury Laws. It is the intent of the Beneficiary, the other Secured Parties, and the Grantor to conform to and contract in strict compliance with all applicable usury laws from time to time in effect. All agreements (including the Loan Documents) between any Obligoror among the Beneficiary, the Agentsother Secured Parties and the Grantor (or any other party liable with respect to any of the Obligations under the Loan Documents) are hereby limited by the provisions of this Section which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged or received under this Deed of Trust, any other Loan Document, or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of this Deed of Trust, any other Loan Document, or any other document, interest would otherwise be taken, reserved, contracted for, charged or payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this Section and this Deed of Trust, such other Loan Document, and such other document shall be automatically reformed and the interest taken, reserved, contracted for, charged or payable shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any Lender are hereby expressly limited so that amendment or new document. If the Beneficiary shall ever receive anything of value which is interest or characterized as interest under applicable law and which would apart from this provision be in no contingency excess of the maximum lawful nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Note (in accordance with Section 8.13 of the Credit Agreement, in the case of the Term Note) and not to the payment of interest, or event whatsoever, whether by reason of acceleration of refunded to the Grantor if and to the extent such amount which would have been excessive exceeds such unpaid principal. The right to accelerate maturity of the indebtedness evidenced hereby Note and the other Obligations does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and the Beneficiary does not intend to charge or otherwise, shall receive any unearned interest in the amount event of acceleration. All interest paid or agreed to be paid to the Lender under the Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any Agent renewal or any Lender for the use or the forbearance extension) of the indebtedness evidenced hereby Note so that the amount of interest on account of the Note does not exceed the maximum permissible under nonusurious amount permitted by applicable law. As used hereinin this Section, (i) the term "applicable law" shall mean the law in such laws as they now exist or may be changed or amended or come into effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in future and (ii) the law which results in a higher permissible rate of term "interest" includes all amounts that constitute, then this Agreement shall be governed by such new law are deemed, or are characterized as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, interest under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, and the Lenders.

Compliance with Usury Laws. All agreements between any Obligoramong Borrower, the AgentsGuarantor, Agent and any Lender Lenders are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender Lenders for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" ", shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the ObligorsBorrower, the Agents Agent and the Lenders in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision provision( hereof or of any of the Loan Documents or the Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender Lenders should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligorsamong Borrower, the AgentsGuarantor, Agent and the Lenders.

Compliance with Usury Laws. All agreements between any Obligor, the Agents, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it It is the intent of the Obligors, the Agents Borrower and the Lenders in the execution, delivery to conform to and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts applicable usury Laws from time to time in effect. All agreements between Borrower and Lenders are hereby limited by the provisions of this Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including, but not limited to, prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contacted for, charged or received under any Loan Document, or otherwise, exceed the maximum amount permissible under applicable Laws. If, under or from any circumstances whatsoever, fulfillment possible construction of any provision hereof or of any document, interest would otherwise be payable in excess of the Loan Documents at the time performance of maximum lawful amount, any such provision construction shall be due, subject to the provisions of this Section and such document shall involve transcending be automatically reformed and the limit of validity prescribed by applicable law, then the obligation to interest payable shall be fulfilled shall automatically be reduced to the limit maximum amount permitted under applicable Laws, without the necessity of such validity, and if under execution of any amendment or from any circumstances whatsoever any Agent or any Lender should new document. If Lenders shall ever receive anything of value which is characterized as interest under applicable Laws and which would apart from this provision be in excess of the maximum lawful amount, an amount equal to the amount which would exceed the highest lawful rate, such amount which would be have been excessive interest shall shall, without penalty, be applied to the reduction of the principal balance evidenced hereby amount of the Loan in the inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds the principal amount of the Loan. This provision shall control every other provision The right to accelerate maturity of all agreements between the ObligorsObligations does not include the right to accelerate any interest which has not otherwise accrued on the date of the acceleration, and Lenders do not intend to charge or receive any unearned interest in the event of acceleration. All interest taken, reserved, contracted for, charged or received shall, to the extent permitted by applicable Law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum permitted by applicable Laws. As used in this Section, the Agentsterm "applicable Laws" means the Laws of the State of Texas or the federal Laws of the United States, and whichever Laws allow the Lendersgreater interest, as such Laws now exist or may be changed or amended or come into effect in the future.

Compliance with Usury Laws. It is the intention of the parties to conform strictly to the usury laws, whether state or federal, that are applicable to this Note. All agreements between any Obligorthe Borrower and the Bank, the Agentswhether now existing or hereafter arising and whether oral or written, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby hereof or otherwise, shall the amount paid or agreed to be paid to any Agent the Bank or any Lender the holder hereof, or collected by the Bank or such holder, for the use use, forbearance or the forbearance detention of the indebtedness evidenced hereby money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any of the Loan Documents, exceed the maximum amount permissible under applicable lawfederal or state usury laws. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, If under or from any circumstances whatsoever, whatsoever fulfillment of any provision hereof or of any of the Loan Documents Documents, at the time performance of such provision shall be due, shall involve transcending exceeding the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, ; and if under or from any circumstances whatsoever any Agent the Bank or any Lender should other holder hereof shall ever receive as interest an amount deemed interest by applicable law, which would exceed the highest lawful rate, such amount which that would be excessive interest under applicable usury laws shall be applied to the reduction of the principal balance evidenced hereby amount owing hereunder or to other indebtedness secured by the Loan Documents and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. This provision All sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the Loan evidenced hereby and thereby so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof and thereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the ObligorsBorrower, the Agents, any endorser and the LendersBank.

Compliance with Usury Laws. It is the intention of the parties to conform strictly to the usury laws, whether state or federal, that are applicable to this Note. All agreements between any ObligorBorrower and Key Bank, the Agentswhether now existing or hereafter arising and whether oral or written, and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby hereof or otherwise, shall the amount paid or agreed to be paid to any Agent Key Bank or any Lender the holder hereof, or collected by Key Bank or such holder, for the use use, forbearance or the forbearance detention of the indebtedness evidenced hereby money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any of the Loan Documents, exceed the maximum amount permissible under applicable lawfederal or state usury laws. As used herein, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth of Massachusetts from time to time in effect. If, If under or from any circumstances whatsoever, whatsoever fulfillment of any provision hereof or of any of the Loan Documents Documents, at the time performance of such provision shall be due, shall involve transcending exceeding the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, ; and if under or from any circumstances whatsoever any Agent Key Bank or any Lender should other holder hereof shall ever receive as interest an amount deemed interest by applicable law, which would exceed the highest lawful rate, such amount which that would be excessive interest under applicable usury laws shall be applied to the reduction of the principal balance evidenced hereby amount owing hereunder or to other indebtedness secured by the Loan Documents and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. This provision All sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the Loan evidenced hereby and thereby so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof and thereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the ObligorsBorrower, the Agents, any endorser or Guarantor and the LendersKey Bank.

Compliance with Usury Laws. It is the intent of Borrower and Lender and all other parties to the Loan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Borrower and Lender (or any Obligorother party liable with respect to any Indebtedness under the Loan Documents) are hereby limited by the provisions of this Section which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral (however, reference to the term "oral" shall not be construed to modify or negate any provisions hereof or of any other Loan Document regarding the absence or ineffectiveness of oral agreements). In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged or received under this Agreement, the AgentsNote or otherwise, exceed the maximum amount permissible under applicable law. If, from any possible construction of any document, interest would otherwise be payable in excess of the maximum lawful amount, any such construction shall be subject to the provisions of this Section, and such document shall be automatically reformed and the interest payable shall be automatically reduced to the maximum amount permitted under applicable law, without the necessity of execution of any amendment or new document. If Lender are hereby expressly limited so that shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in no contingency excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Indebtedness in the inverse order of its maturity and not to the payment of interest, or event whatsoever, whether by reason of acceleration of refunded to Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. The right to accelerate maturity of the indebtedness evidenced hereby Note or otherwiseany other Indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, shall and Lender does not intend to charge or receive any unearned interest in the amount event of acceleration. All interest paid or agreed to be paid to Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any Agent renewal or any Lender for extension) of such Indebtedness so that the use or the forbearance amount of the indebtedness evidenced hereby interest on account of such Indebtedness does not exceed the maximum permissible under permitted by applicable law. As used hereinin this Section, the term "applicable law" shall mean the law in effect as of the date hereof, PROVIDED, HOWEVER, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents and the Lenders in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the Commonwealth State of Massachusetts from time to time in effect. If, under Texas or from any circumstances whatsoever, fulfillment of any provision hereof or of any the federal laws of the Loan Documents at United States, whichever laws allow the time performance of greater interest, as such provision shall laws now exist or may be due, shall involve transcending changed or amended or come into effect in the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, and the Lendersfuture.

Compliance with Usury Laws. All agreements between any Obligor, the Agents, Borrower and any Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent or any Lender for the use or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the term "“applicable law" ” shall mean the law in effect as of the date hereof, PROVIDEDprovided, HOWEVERhowever, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement Note shall be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Obligors, the Agents Borrower and the Lenders Lender in the execution, delivery and acceptance of this Agreement Note to contract in strict compliance with the laws of the Commonwealth State of Massachusetts Connecticut from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the Loan Documents or the Security Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under or from any circumstances whatsoever any Agent or any Lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest. This provision shall control every other provision of all agreements between the Obligors, the Agents, Borrower and the LendersLender.