Common use of Intent to Limit Charges to Maximum Lawful Rate Clause in Contracts

Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the Closing Date, each Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from a Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Advances to the extent of such excess. Without limiting the generality of the foregoing, if any provision of this Agreement would oblige any Loan Party to make any payment of interest or other amount payable to any Lender or the Agent in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender or the Agent of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Lender or the Agent of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary, as follows: first, by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Agreement that would oblige a Loan Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

Intent to Limit Charges to Maximum Lawful Rate. Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other applicable law. In no event shall the interest rate or rates and other charges for the use of money payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the Closing Datedate of this Agreement, each Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from a Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Advances Obligations to the extent of such excess. Without limiting the generality of the foregoing, if any provision of this Agreement would oblige any Loan Party to make any payment of interest or other amount payable to any Lender or the Agent in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender or the Agent of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Lender or the Agent of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary, as follows: first, by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Agreement that would oblige a Loan Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the Closing Datedate of this Agreement, each Borrower is Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from a Borrower Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Advances Obligations to the extent of such excess. Without limiting the generality of the foregoing, if any provision of this Agreement would oblige any a Canadian Loan Party to make any payment of interest or other amount payable to any Lender or the Agent in an amount or calculated at a rate which would be prohibited by law the applicable Requirements of Law or would result in a receipt by that Lender or the Agent of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law Requirements of Law or so result in a receipt by that Lender or the Agent of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest, and, interest required to be paid to the affected Lender under this Section; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision If, notwithstanding the provisions of this Agreement that would oblige a Loan Party Section 2.6(f), and after giving effect to pay all adjustments contemplated thereby, any fineLender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), penalty or rate then such excess shall be applied by Agent and the Lenders to the reduction of the principal balance of any Borrowings outstanding, in Agent’s discretion, and not to the payment of interest on or if such excessive interest exceeds the principal balance of any arrears of principal or interest secured by a mortgage on real property that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to Borrowings, such Loan Party, which excess shall be required refunded to pay interest on money in arrears at the same rate of interest payable on principal money not in arrearsCanadian Borrower.

Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the Closing Datedate of this Agreement, each Borrower is Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from a Borrower Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Advances Obligations to the extent of such excess. Without limiting the generality foregoing, it is the intention of the foregoingparties hereto that the Agent and each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to the Agent or any provision Lender under laws applicable to it (including the laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable to the Agent or such Lender notwithstanding the other provisions of this Agreement would oblige any Loan Party to make any payment of interest or other amount payable to any Lender or the Agent in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender or the Agent of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Loans, it is agreed as follows: (a) the aggregate of all consideration with constitutes interest under law applicable to the Agent or any Lender that is contracted for, taken, reserved, charged or received by the Agent or such provision, such amount Lender under any of the Loan Documents or rate agreements or otherwise in connection with the Loans shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount or rate of interestallowed by such applicable law, as the case may be, as would not and any excess shall be so prohibited canceled automatically and if theretofore paid shall be credited by applicable law or so result in a receipt by that Lender or the Agent or such Lender on the principal amount of “interest” at a “criminal rate”, such adjustment to be effectedthe Indebtedness (or, to the extent necessarythat the principal amount of the Indebtedness shall have been or would thereby be paid in full, as follows: firstrefunded by the Agent or such Lender to the borrowers; and (b) in the event that the maturity of the Loans is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Agent or any Lender may never include more than the maximum amount allowed by reducing the amount or rate of such applicable law, and excess interest, if any provided for in this Agreement or otherwise shall be canceled automatically by the Agent or such Lender as of the date of such acceleration or prepayment and, thereafterif theretofore paid, shall be credited by reducing any feesthe Agent or such Lender on the principal amount of the Indebtedness (or, commissionsto the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, costs, expenses, premiums and other amounts required refunded by the Agent or such Lender to the Borrowers). All sums paid or agreed to be paid which would constitute interest to the Agent or any Lender for purposes the use, forbearance or detention of section 347 sums due hereunder shall, to the extent permitted by law applicable to the Agent or such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Criminal Code (Canada). Any provision of this Agreement Loans until payment in full so that would oblige a Loan Party to pay any fine, penalty the rate or rate amount of interest on account of any arrears of principal or interest secured Loans hereunder does not exceed the maximum amount allowed by a mortgage on real property that has such applicable law. If at any time and from time to time (i) the effect of increasing the charge on arrears beyond the rate amount of interest payable to the Agent or any Lender on principal money not any date shall be computed at the maximum rate allowable under law applicable to the Agent or such Lender pursuant to this Section 2.6(f) and (ii) in arrears respect of any subsequent interest computation period the amount of interest otherwise payable to the Agent or such Lender would be less than the amount of interest payable to the Agent or such Lender computed at the maximum rate allowable under law applicable to the Agent or such Lender, then the amount of interest payable to the Agent or such Lender in respect of such subsequent interest computation period shall continue to be computed at the maximum lawful rate applicable to the Agent or such Lender until the total amount of interest payable to the Agent or such Lender shall equal the total amount of interest which would have been payable to the Agent or such Lender if the total amount of interest had been computed without giving effect to this Section 2.6(f). To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the maximum lawful rate applicable to the Agent or a Lender, the Agent or such Lender elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect. Chapter 346 of the Texas Finance Code does not apply to such Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrearsany Borrower’s obligations hereunder.

Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the Closing Datedate of this Agreement, each Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from a Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Advances Obligations to the extent of such excess. Without limiting the generality of the foregoing, if any provision of this Agreement would oblige any Loan Party Borrower to make any payment of interest or other amount payable to any Lender or the Agent in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender or the Agent of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by that Lender or the Agent of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: first, by reducing the amount or rate of interest, and, thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Agreement that would oblige a Loan Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the Closing Datedate of this Agreement, each Borrower is the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from a Borrower the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Advances Obligations to the extent of such excess. Without limiting the generality foregoing, it is the intention of the foregoingparties hereto that the Agent and each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to the Agent or any provision Lender under laws applicable to it (including the laws of the United States of America and any other jurisdiction whose laws may be mandatorily applicable to the Agent or such Lender notwithstanding the other provisions of this Agreement would oblige any Loan Party to make any payment of interest or other amount payable to any Lender or the Agent in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender or the Agent of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Advances, it is agreed as follows: (a) the aggregate of all consideration that constitutes interest under law applicable to the Agent or any Lender that is contracted for, taken, reserved, charged or received by the Agent or such provision, such amount Lender under any of the Loan Documents or rate agreements or otherwise in connection with the Advances shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount or rate of interestallowed by such applicable law, as the case may be, as would not and any excess shall be so prohibited canceled automatically and if theretofore paid shall be credited by applicable law or so result in a receipt by that Lender or the Agent or such Lender on the principal amount of “interest” at a “criminal rate”, such adjustment to be effectedthe Borrowing (or, to the extent necessarythat the principal amount of such Borrowing shall have been or would thereby be paid in full, as follows: firstrefunded by the Agent or such Lender to the Borrowers; and (b) in the event that the maturity of the Advances is accelerated by reason of any Event of Default or otherwise, or in the event of any required or permitted repayment, then such consideration that constitutes interest under law applicable to the Agent or any Lender may never include more than the maximum amount allowed by reducing the amount or rate of such applicable law, and excess interest, if any provided for in this Agreement or otherwise shall be canceled automatically by the Agent or such Lender as of the date of such acceleration or repayment and, thereafterif theretofore paid, shall be credited by reducing any feesthe Agent or such Lender on the principal amount of the Borrowing (or, commissionsto the extent that the principal amount of such Borrowing shall have been or would thereby be paid in full, costs, expenses, premiums and other amounts required refunded by the Agent or such Lender to the Borrowers). All sums paid or agreed to be paid which would constitute interest to the Agent or any Lender for purposes the use, forbearance or detention of section 347 sums due hereunder shall, to the extent permitted by law applicable to the Agent or such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Criminal Code (Canada). Any provision of this Agreement Advances until payment in full so that would oblige a Loan Party to pay any fine, penalty the rate or rate amount of interest on account of any arrears of principal or interest secured Advances do not exceed the maximum amount allowed by a mortgage on real property that has such applicable law. If at any time and from time to time (i) the effect of increasing the charge on arrears beyond the rate amount of interest payable to the Agent or any Lender on principal money not in arrears shall not apply to such Loan Party, which any date shall be required to pay interest on money in arrears computed at the same maximum rate allowable under law applicable to the Agent or such Lender pursuant to this paragraph and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Agent or such Lender would be less than the amount of interest payable on principal money not to the Agent or such Lender computed at the maximum rate allowable under law applicable to the Agent or such Lender, then the amount of interest payable to the Agent or such Lender in arrearsrespect of such subsequent interest computation period shall continue to be computed at the maximum lawful rate applicable to the Agent or such Lender until the total amount of interest payable to the Agent or such Lender shall equal the total amount of interest which would have been payable to the Agent or such Lender if the total amount of interest had been computed without giving effect to this paragraph.