Common use of Interest Rate and Payment Dates Clause in Contracts

Interest Rate and Payment Dates. (a) Except as otherwise provided in Section 2.7(b), prior to maturity, the outstanding principal balance of the Loans shall bear interest at a rate per annum equal to the greater of (i) the Prime Rate plus the Applicable Margin and (ii) 5.00%. (b) Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, so long as such Event of Default is continuing, all principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above the otherwise applicable rate, from the date of such Event of Default until such Event of Default is cured or waived in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest on each Loan shall be paid monthly in arrears on the first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interest.

Interest Rate and Payment Dates. (a) Except The Eurodollar Loans shall bear interest on the unpaid principal amount thereof for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate for such day plus the Applicable Margin. (b) The Alternate Base Rate Loans shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Alternate Base Rate. (c) If all or a portion of any amount owing hereunder shall not be paid when due, then, for so long as such amount remains unpaid, (i) if the overdue amount represents principal, all Loans shall bear interest at a rate per annum which is 2% above the rate which would otherwise provided in Section 2.7(bbe applicable pursuant to subsection 0 or (b), prior to maturityas the case may be, and (ii) if the outstanding principal balance overdue amount represents overdue interest, fees or other amounts (other than the amounts described in clause (i) of this paragraph (c)) due under the Loans Credit Documents, such overdue amount shall bear interest at a rate per annum equal to the greater of (i) the Prime Alternate Base Rate plus the Applicable Margin and (ii) 5.002%. (b) Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, so long . During such time as such Event of Default is continuing, all any principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether or interest on any Eurodollar Loans remains unpaid, such Eurodollar Loans shall be converted to Alternate Base Rate Loans at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above end of the otherwise respective Interest Periods applicable rate, from the date of such Event of Default until such Event of Default is cured or waived in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable errorthereto. (d) Interest on each Loan accrued to but not including each Interest Payment Date applicable thereto shall be paid monthly payable in arrears on the first day of each monthsuch Interest Payment Date; provided, commencing however, that interest accruing on the first such day after such Loan, and principal of or (to the extent permitted by applicable law) interest or any other amount payable in connection with any Loan not paid when due (whether at maturity for such Loan. (e) No interest payable hereunder, whether by reason of stated maturity, the by acceleration thereof, or otherwise), shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of New York payable from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any upon demand 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interestAdministrative Agent.

Interest Rate and Payment Dates. Interest on Loans shall be payable in accordance with this Section 2.8. (a) Except as otherwise provided From the date any Loan is made to the date the principal amount of such Loan is repaid in Section 2.7(b)full, prior to maturity, interest shall accrue on the outstanding principal balance amount of the Loans shall bear interest such Loan at a rate per annum annum: (i) on that portion of the outstanding principal amount thereof maintained from time to time as a Base Rate Loan, equal to the greater Alternate Base Rate; and (ii) on that portion of the outstanding principal amount thereof maintained from time to time as an Offshore Rate Loan, during each Interest Period applicable thereto, equal to the Offshore Rate (iAdjusted) the Prime Rate for such Interest Period plus the Applicable Margin and (ii) 5.00%Margin. (b) Notwithstanding the foregoingprovisions of Section 2.8(a), after the occurrence and during the continuance of an Event of Default, so long as such Event of Default is continuing, all principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above the otherwise applicable rate, from the date of such any Event of Default until such time when such Event of Default is cured or waived in writing by shall have been waived, the Bank. In addition, if any payment of Company shall pay interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is dueprincipal amount of all Loans outstanding, the Borrowers shall pay to the Bankfullest extent permitted by applicable law, upon demand, an amount at a per annum rate equal to 5the rates set forth in Section 2.8(a) plus 2% of such unpaid paymentper annum. (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest accrued on each Loan shall be paid monthly in arrears payable, without duplication: (i) on the maturity date of such Loan (including the maturity date resulting from a reduction of the Commitments hereunder or the acceleration of the Loans in accordance with Section VIII), (ii) with respect to any portion of any Loan prepaid pursuant to Section 2.6, on the date specified in Section 2.6, (iii) (A) on that portion of the outstanding principal amount thereof maintained as a Base Rate Loan, on each Quarterly Payment Date, commencing with the first such Quarterly Payment Date following the date of the initial Loan hereunder, and (B) on that portion of the outstanding principal amount thereof maintained as an Offshore Rate Loan, on the last day of each month, commencing on the first such day after such Loan, and at maturity for such Loanapplicable Interest Period. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interest.

Interest Rate and Payment Dates. (a) Except The Eurodollar Loans shall bear interest on the unpaid principal amount thereof for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin. (b) The Alternate Base Rate Loans shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. (c) If all or a portion of any amount owing hereunder shall not be paid when due, then, for so long as such amount remains unpaid, (i) if the overdue amount represents principal, such overdue amount shall bear interest at a rate per annum which is 2% above the rate which would otherwise provided in Section 2.7(bbe applicable pursuant to subsection 3.4(a) or (b), prior to maturityas the case may be, and (ii) if the outstanding principal balance overdue amount represents overdue interest, fees or other amounts (other than the amounts described in clause (i) of this paragraph (c)) due under the Loans Credit Documents, such overdue amount shall bear interest at a rate per annum equal to the greater of (i) the Prime Alternate Base Rate plus the Applicable Margin and (ii) 5.003%. (b) Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, so long . During such time as such Event of Default is continuing, all any principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether or interest on any Eurodollar Loans remains unpaid, such Eurodollar Loans shall be converted to Alternate Base Rate Loans at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above end of the otherwise respective Interest Periods applicable rate, from the date of such Event of Default until such Event of Default is cured or waived in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable errorthereto. (d) Interest on each Loan accrued to but not including each Interest Payment Date applicable thereto shall be paid monthly payable in arrears on the first day of each monthsuch Interest Payment Date; provided, commencing however, that interest accruing on the first such day after such Loan, and principal of or (to the extent permitted by applicable law) interest or any other amount payable in connection with any Loan not paid when due (whether at maturity for such Loan. (e) No interest payable hereunder, whether by reason of stated maturity, the by acceleration thereof, or otherwise), shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of New York payable from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any upon demand 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interestAdministrative Agent.

Interest Rate and Payment Dates. (a) Except as otherwise provided in Section 2.7(b), prior Each Eurodollar Loan shall bear interest for each Interest Period applicable thereto on the unpaid principal amount thereof at a rate per annum equal to maturity, the outstanding LIBO Rate determined for such Interest Period plus the Applicable Margin. (b) Each ABR Loan shall bear interest on the unpaid principal balance amount thereof at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin. (c) If all or a portion of the principal amount of any of the Loans or any interest payable thereon or any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal which is (x) in the case of overdue principal, 2% above the rate which would otherwise be applicable pursuant to this subsection or (y) in the greater case of (i) overdue interest, 2% above the Prime Rate plus the Applicable Margin and (ii) 5.00%. rate described in paragraph (b) Notwithstanding the foregoingof this subsection, after the occurrence and during the continuance of an Event of Default, so long as such Event of Default is continuing, all principal of in each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above the otherwise applicable rate, case from the date of such Event of Default non-payment until such Event of Default amount is cured or waived paid in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. full (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last dayas well after as before judgment). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest on each Loan payable hereunder and under the Notes shall in no event be paid monthly in arrears on the first day of each month, commencing on the first such day after such Loan, and payable at maturity for such Loan. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be a rate per annum in excess of the maximum rate permitted by any applicable law. As used herein; PROVIDED, that the term "applicable law" means portion of interest not payable on an Interest Payment Date pursuant to this sentence shall be payable on subsequent Interest Payment Dates to the law in effect as of the Effective Date; provided extent that such subsequent payment does not result in the event there is a change violation of applicable law on such subsequent Interest Payment Dates. Interest on each Loan shall be payable in arrears on each Interest Payment Date and upon payment (including prepayment) in full thereof and, in the law which results in a higher permissible rate case of interestRevolving Credit Loans, then on the Revolving Credit Commitment Termination Date, PROVIDED that interest accruing pursuant to paragraph (c) of this Agreement subsection 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interestpayable on demand.

Interest Rate and Payment Dates. (a) Except as otherwise provided in Section 2.7(b)Subject to Sections 4.1(c) and 4.4, prior to maturity, the outstanding principal balance of the Loans (i) LIBOR Advances shall bear interest for each day during each Interest Period with respect thereto on the unpaid principal amount thereof at a rate per annum equal to the greater of LIBO Rate determined for such day plus the Applicable Margin, (iii) Prime Rate Advances shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Prime Rate plus the Applicable Margin, (iii) Base Rate Advances shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Margin and (iiiv) 5.00%the rate per annum for calculating the Bankers' Acceptance Fee shall be the Applicable Margin therefor. (b) Notwithstanding the foregoing, after the occurrence and during the continuance All interest payable in respect of an Event of Default, so long as such Event of Default is continuing, all principal Advance shall accrue from the date of each Loan Advance and each fee and other amount then shall, with respect to LIBOR Advances, become due and payable in arrears on the last day of each Interest Period in respect thereof and, if the Interest Period is longer than three months, every three months after the date of the relevant LIBOR Advance and, in the case of all other Advances (other than Advances by way of Bankers' Acceptances and L/Cs), on the Borrower hereunder last Business Day of each calendar month. (c) If all or a portion of the principal amount or interest of any of the Advances shall not be paid when due (whether at the stated maturity thereofmaturity, by acceleration or otherwise) shall such overdue amount shall, to the extent permitted by all applicable Requirements of Law, bear interest at a rate per annum equal which is 2% greater than the rate which would otherwise be applicable pursuant to 5% above Section 4.1(a) (in the otherwise case of LIBOR Advances, based on the existing LIBO Rate until the expiry of the then applicable rate, Interest Period and thereafter based on successive Interest Periods of one month) from the date of such Event of Default non-payment until such Event of Default is cured paid in full (as well after, as before Default, maturity or waived in writing by the Bank. In addition, if any payment of judgment) with interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All overdue interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest on each Loan shall be paid monthly in arrears on the first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No bearing interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever the Bank should ever receive as interest an amount which would exceed the highest lawful same rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced by the Notes and not to the payment of interest.

Interest Rate and Payment Dates. (a) Except as otherwise provided in Section 2.7(b)Subject to Sections 4.1(c) and 4.4, prior to maturity, the outstanding principal balance of the Loans (i) LIBOR Advances shall bear interest for each day during each Interest Period with respect thereto on the unpaid principal amount thereof at a rate per annum equal to the greater of LIBO Rate determined for such day plus the Applicable Margin, (iii) Prime Rate Advances shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Prime Rate plus the Applicable Margin, (iii) Base Rate Advances shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Margin and (iiiv) 5.00%the rate per annum for calculating the Bankers’ Acceptance Fee shall be the Applicable Margin therefor. (b) Notwithstanding the foregoing, after the occurrence and during the continuance All interest payable in respect of an Event of Default, so long as such Event of Default is continuing, all principal Advance shall accrue from the date of each Loan Advance and each fee and other amount then shall, with respect to LIBOR Advances, become due and payable in arrears on the last day of each Interest Period in respect thereof and, if the Interest Period is longer than three months, every three months after the date of the relevant LIBOR Advance and, in the case of all other Advances (other than Advances by way of Bankers’ Acceptances and L/Cs), on the Borrower hereunder last Business Day of each calendar month. (c) If all or a portion of the principal amount or interest of any of the Advances shall not be paid when due (whether at the stated maturity thereofmaturity, by acceleration or otherwise) shall such overdue amount shall, to the extent permitted by all applicable Requirements of Law, bear interest at a rate per annum equal which is 2% greater than the rate which would otherwise be applicable pursuant to 5% above Section 4.1(a) (in the otherwise case of LIBOR Advances, based on the existing LIBO Rate until the expiry of the then applicable rate, Interest Period and thereafter based on successive Interest Periods of one month) from the date of such Event of Default non-payment until such Event of Default is cured paid in full (as well after, as before Default, maturity or waived in writing by the Bank. In addition, if any payment of judgment) with interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All overdue interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest on each Loan shall be paid monthly in arrears on the first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No bearing interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever the Bank should ever receive as interest an amount which would exceed the highest lawful same rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced by the Notes and not to the payment of interest.

Interest Rate and Payment Dates. (ai) Except as otherwise provided Each LIBOR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the LIBOR Rate determined for such Interest Period plus the Applicable Margin. (ii) Each FIBOR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to (x) if funded by a Lender in Section 2.7(bGermany, (A) prior to commencement of the third stage of EMU, the FIBOR Rate determined for such Interest Period plus the Applicable Margin, and (B) on and after commencement of the third stage of EMU, the EURIBOR Rate determined for such Interest Period plus the Applicable Margin and (y) otherwise, the FIBOR Rate determined for such Interest Period plus the Applicable Margin. (iii) Each PIBOR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to (x) if funded by a Lender in France, (A) prior to commencement of the third stage of EMU, the PIBOR Rate determined for such Interest Period plus the Applicable Margin and (B) on and after commencement of the third stage of EMU, the EURIBOR Rate determined for such Interest Period plus the Applicable Margin and (y) otherwise, the PIBOR Rate determined for such Interest Period plus the Applicable Margin. (b) Each ABR Loan shall bear interest for the period from and including the date thereof until maturity at a rate per annum equal to the ABR plus the Applicable Margin. (c) If all or a portion of (i) the principal amount of any Loan or any reimbursement obligation, (ii) any interest payable thereon or (iii) any facility fee, commission or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), prior to maturity, the outstanding principal balance of the Loans such overdue amount shall bear interest at a rate per annum equal to the greater of which is (iA) the Prime Rate rate pursuant to paragraph (a) of this subsection plus 2% or (B) in the Applicable Margin and (ii) 5.00%. case of amounts in Dollars, if higher, the rate described in paragraph (b) Notwithstanding the foregoingof this subsection 2.15 plus 2%, after the occurrence and during the continuance of an Event of Default, so long as such Event of Default is continuing, all principal of or in each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above the otherwise applicable rate, case from the date of such Event of Default non-payment until such Event of Default amount is cured or waived paid in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. full (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last dayas well after as before judgment). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable errorAdministrative Agent may choose any Interest Period from time to time (including one Interest Period of shorter than one month) with respect to any overdue amount bearing interest based upon paragraph (a) of this subsection. (d) Interest on each Loan shall be paid monthly payable in arrears on the first day of each monthInterest Payment Date, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No except that interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, pursuant to subsection 2.15(c) shall be in excess of the maximum rate permitted by any applicable lawpayable upon demand. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interest.57 51

Interest Rate and Payment Dates. (a) Except as otherwise provided in Section 2.7(b), prior Amounts advanced pursuant to maturity, the outstanding principal balance of the Loans ------------------------------- this Agreement shall bear interest at a rate per annum with respect to each Interest Period equal to the greater lesser of (a) as of any date of determination, the highest published prime rate which appears in the Money Rates section of The Wall Street --------------- Journal on the applicable Drawdown Date (with respect to the first Interest ------- Period) and three Business Days prior to each Payment Date (with respect to each subsequent Interest Period) (the "Prime Rate") plus the Margin and (b) the maximum rate allowed under applicable law (the "Interest Rate") on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date until the Maturity Date, provided, however such interest rate is subject to adjustment pursuant to Article 7(e) hereof. In the event that a court determines that Secured Party has received interest hereunder in excess of the maximum amount permitted by law, (i) Secured Party shall apply such excess to any unpaid principal owed by Debtor to Secured Party or, if the Prime Rate plus amount of such excess exceeds the Applicable Margin unpaid balance of such principal, Secured Party shall promptly refund such excess interest to the Debtor and (ii) 5.00%. (b) the provisions hereof shall be deemed amended to provided for such permissible rate. All sums paid, or agreed to be paid, by Debtor which are, or hereafter may be construed to be, compensation for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the full term of all such indebtedness until the indebtedness is paid in full. Notwithstanding the foregoing, after the occurrence final payment made under the Note shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, the Note and the other Documents. Debtor shall pay Secured Party, on demand, interest at Overdue Rate on any part of the principal amount, Prepayment Fee, if any, and to the extent permitted by applicable law, interest and any other amounts payable hereunder or under the Note or any other Document not paid when due for any period during which the continuance of an Event of Defaultsame shall be overdue, so long as such Event of Default in each case for the period the same is continuing, all principal of each Loan and each fee and other amount then overdue. Amounts shall be overdue if not paid when due and payable by the Borrower hereunder (whether at the stated maturity thereofmaturity, by acceleration or otherwise) ). Each payment made by Debtor under the Note shall bear interest at a rate per annum equal to 5% above the otherwise applicable ratebe distributed as follows: First, from the date so much of such Event of Default until such Event of Default is cured funds as shall be required for the purpose ----- shall be distributed and paid to Secured Party to pay any fees, costs, charges, or waived in writing by the Bank. In additionexpenses (including interest on overdue amounts and Prepayment Fee, if any) due and payable to Secured Party hereunder or under any other Document; Second, if any payment amounts shall remain after satisfying the amounts ------ specified in clause First, above, so much of such funds as shall be ----- required for the purpose shall be distributed and paid to Secured Party to pay in full the aggregate amount of interest or principal hereunder is not paid or funds are not available to be automatically debited on and Prepayment Fee, if any, then due under the date on which it is dueNote; Third, if any amounts shall remain after satisfying the Borrowers amounts ----- specified in clauses First and Second above, such remaining amounts shall pay ----- ------ to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest on each Loan shall be paid monthly in arrears on the first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever the Bank should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall extent available be applied to pay the reduction due and owing principal payments under the Note; and Fourth, if any amounts shall remain after satisfying the amounts ------ specified in clauses, First, Second, and Third above, so much of such funds ----- ------ ----- as shall be required for the principal balance evidenced by the Notes purpose shall be distributed and not paid to the payment of interestSecured Party to pay in full all other amounts due and owing to such party hereunder or under any other Document on a pro rata basis.

Interest Rate and Payment Dates. (a) Except as otherwise provided in Section 2.7(b), prior to maturity, the outstanding principal balance of the The Eurodollar Loans shall bear interest for each day during each Interest Period therefor on the unpaid principal amount thereof at a rate per annum equal to the greater of (i) Eurodollar Rate determined for such Interest Period in accordance with the Prime Rate terms hereof plus the Applicable Margin and (ii) 5.00%in effect on the first day of such Interest Period. (b) Notwithstanding The Base Rate Loans shall bear interest on the foregoingunpaid principal amount thereof, after for each day from the occurrence and during date such Base Rate Loans are made until the continuance of an Event of Default, so long as such Event of Default is continuing, all principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder maturity thereof (whether at the stated maturity thereofmaturity, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above the otherwise applicable rateBase Rate for such day. (c) Each C$ Prime Loan shall bear interest on the unpaid principal amount thereof, for each day from the date such C$ Prime Loans are made until the maturity thereof (whether at the stated maturity, by acceleration or otherwise), at a rate per annum equal to the Canadian Prime Rate determined for such day. (d) If all or a portion of (i) the principal amount of any Facility Loan, (ii) any interest payable thereon or (iii) any Facility Fee, Acceptance Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise) such overdue amount shall bear interest for each day from the date of such Event non-payment until paid in full (both before and after judgment) at a rate per annum which is (x) in the case of Default until overdue principal, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this subsection 4.2 plus 2%, or (y) in the case of any overdue interest, Facility Fee, Acceptance Fee or other amount, the rate described in subsection 4.2(b) (in the case of amounts payable in Dollars) or 4.2(c) (in the case of amounts payable in C$) plus 2%, in each case from the date of such Event of Default is cured or waived in writing by the Bank. In addition, if any non-payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on (but excluding) the date on which it such amount is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. paid in full (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last dayas well after as before judgment). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest on each Loan shall be paid monthly in arrears on the first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No interest Interest shall be payable hereunderin arrears (i) with respect to Eurodollar Loans having an Interest Period of three months or less, whether by reason on the last day of maturitysuch Interest Period, the acceleration (ii) with respect to Eurodollar Loans having an Interest Period longer than three months, on each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (iii) with respect to Base Rate Loans and C$ Prime Loans, on the last day of each March, June, September and December, and (iv) with respect to all Facility Loans, upon each repayment, prepayment or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Dateconversion thereof; provided that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement interest accruing pursuant to subsection 4.2(d) shall be governed payable on demand. Interest payable in respect of U.S. Loans shall be payable in Dollars by Chrysler and interest payable in respect of C$ Loans shall be payable in C$ by Chrysler Canada (subject to Section 12). (f) The amount of interest on any Eurodollar Loans to be paid on any date as specified in paragraph (e) above shall in each case be determined under the assumption that the U.S. Utilization for the Utilization Period(s) during which such new law as interest accrued was less than 50%. On the first Business Day following the last day of its effective date. In this regardeach Excess U.S. Utilization Period, it is expressly agreed that it is Chrysler shall pay to the intent Administrative Agent, for the benefit of the Borrowers and the Bank in the executionUS$ Banks, delivery and acceptance an additional amount of this Agreement to contract in strict compliance with the laws of the State of 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 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 interest equal to the limits excess (if any) of (i) the amount of interest which accrued during such validity, and if under U.S. Utilization Period after giving effect to the actual U.S. Utilization for such Utilization Period (whether or from circumstances whatsoever not such accrued interest was actually payable during such Utilization Period) over (ii) the Bank should ever receive as amount of interest an amount which would exceed have accrued during such Utilization Period if the highest lawful rate, U.S. Utilization during such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced by the Notes and not to the payment of interestUtilization Period had been less than 50%.

Interest Rate and Payment Dates. (a) Except as otherwise provided in Section 2.7(b), prior to maturity, the outstanding principal balance of the Loans Each Engine Note shall bear ------------------------------- interest at a rate per annum with respect to each Interest Period equal to the greater lesser of (a) as of any date of determination, the highest published prime rate which appears in the Money Rates section of The Wall Street Journal on the Closing ----------------------- Date (with respect to the first Interest Period) and three Business Days prior to each Payment Date (with respect to each subsequent Interest Period) (the "Prime Rate") plus two and three quarters (2-3/4) percent per annum (calculated on the basis of a 360-day year comprised of twelve 30-day months) and (b) the maximum rate allowed under applicable law (the "Interest Rate") on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Payment Date until maturity. In the event that a court determines that Secured Party has received interest hereunder in excess of the maximum amount permitted by law, (i) Secured Party shall apply such excess to any unpaid principal owed by Debtor to Secured Party or, if the amount of such excess exceeds the unpaid balance of such principal, Secured Party shall promptly refund such excess interest to the Debtor (ii) the provisions hereof shall be deemed amended to provided for such permissible rate. All sums paid, or agreed to be paid, by Debtor which are, or hereafter may be construed to be, compensation for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the full term of all such indebtedness until the indebtedness is paid in full. Notwithstanding the foregoing, the final payment made under the Engine Notes shall be in an amount sufficient to discharge in full the unpaid principal amount, and all accrued and unpaid interest on, and any other amounts due under, the Engine Notes and the other Documents. Debtor shall pay Secured Party, on demand, interest at the per annum rate of the Prime Rate plus seven percent (7%), calculated on the Applicable Margin basis of a 360-day year comprised of twelve 30-day months on any part of the principal amount, Prepayment Fee, if any, and (ii) 5.00%. (b) Notwithstanding to the foregoingextent permitted by applicable law, after interest and any other amounts payable hereunder or under the occurrence and Engine Notes or any other Document not paid when due for any period during which the continuance of an Event of Defaultsame shall be overdue, so long as such Event of Default in each case for the period the same is continuing, all principal of each Loan and each fee and other amount then overdue. Amounts shall be over due and payable by the Borrower hereunder if not paid when due (whether at the stated maturity thereofmaturity, by acceleration or otherwise) ). Each payment made by Debtor under the Engine Notes shall bear interest at a rate per annum equal to 5% above the otherwise applicable ratebe distributed as follows: First, from the date so much of such Event of Default until such Event of Default is cured funds as shall be required for the purpose ----- shall be distributed and paid to Secured Party to pay any fees, costs, charges, or waived in writing by the Bank. In additionexpenses (including interest on overdue amounts and Prepayment Fee, if any) due and payable to Secured Party hereunder or under any other Document; Second, if any payment amounts shall remain after satisfying the amounts ------ specified in clause First, above, so much of such funds as shall be ----- required for the purpose shall be distributed and paid to Secured Party to pay in full the aggregate amount of interest or principal hereunder is not paid or funds are not available to be automatically debited on and Prepayment Fee, if any, then due under the date on which it is dueEngine Notes; Third, if any amounts shall remain after satisfying the Borrowers amounts ----- specified in clauses First and Second above, such remaining amounts shall pay ----- ------ to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable error. (d) Interest on each Loan shall be paid monthly in arrears on the first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever the Bank should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall extent available be applied to pay the reduction of due and owing principal payments under the principal balance evidenced by the Notes and not to the payment of interest.Engine Notes; and

Interest Rate and Payment Dates. (a) Except The Eurodollar Loans shall bear interest on the unpaid principal amount thereof for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate for such day plus the Applicable Margin. (b) The Alternate Base Rate Loans shall bear interest on the unpaid principal amount thereof at a rate per annum equal to the Alternate Base Rate. (c) If all or a portion of any amount owing hereunder shall not be paid when due, then, for so long as such amount remains unpaid, (i) if the overdue amount represents principal, all Loans shall bear interest at a rate per annum which is 2% above the rate which would otherwise provided in Section 2.7(bbe applicable pursuant to subsection 4.4(a) or (b), prior to maturityas the case may be, and (ii) if the outstanding principal balance overdue amount represents overdue interest, fees or other amounts (other than the amounts described in clause (i) of this paragraph (c)) due under the Loans Credit Documents, such overdue amount shall bear interest at a rate per annum equal to the greater of (i) the Prime Alternate Base Rate plus the Applicable Margin and (ii) 5.002%. (b) Notwithstanding the foregoing, after the occurrence and during the continuance . During such time as any principal of an Event of Default, so long as such Event of Default is continuingor interest on any Eurodollar Loan remains unpaid, all principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether such Eurodollar Loans shall be converted to Alternate Base Rate Loans at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above end of the otherwise respective Interest Periods applicable rate, from the date of such Event of Default until such Event of Default is cured or waived in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid payment. (c) All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Prime Rate shall be determined by the Bank, and such determination shall be conclusive absent clearly demonstrable errorthereto. (d) Interest on each Loan accrued to but not including each Interest Payment Date applicable thereto shall be paid monthly payable in arrears on the first day of each month, commencing on the first such day after such Loan, and at maturity for such Loan. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Interest Payment Date; provided that interest accruing on the principal of or (to the extent permitted by applicable law) interest or any other amount payable in the event there is a change in the law which results in a higher permissible rate of interestconnection with any Loan not paid when due (whether at stated maturity, then this Agreement by acceleration or otherwise) 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of New York payable from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any upon demand 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interestAdministrative Agent.

Interest Rate and Payment Dates. (a) Except Each Loan shall bear interest on the unpaid principal amount thereof (which principal amount includes the Original Principal and any Capitalized Interest Amount with respect thereto) at a rate per annum from time to time equal to the lesser of (i) 12.0% and (ii) the rate that is twenty-five one-hundredths of one percent (0.25%) less than the rate payable from time to time under the Bank Credit Agreement on Eurodollar Loans (as otherwise provided defined in the Bank Credit Agreement) that are Term Loans (as defined in the Bank Credit Agreement) including any default rate applicable thereto pursuant to Section 2.7(b7.5(e) of the Bank Credit Agreement, provided, however, that at any time the Eurodollar Base Rate (as defined in the Bank Credit Agreement) equals or exceeds 3%, the rate described in this clause (ii) shall not exceed 5.25% over the Eurodollar Base Rate then in effect (plus an additional 2.0%, if the default rate is then applicable to Term Loans pursuant to Section 7.5(e) of the Bank Credit Agreement) (the rate described in this clause (ii), prior to the "Maximum Rate"). (b) If all or a portion of any Loan, any interest payable thereon or any other amount payable hereunder shall not be paid when due (whether at the stated maturity, the outstanding principal balance by acceleration, as a result of the Loans an event requiring a mandatory prepayment or otherwise), then, for so long as such amount remains unpaid, such overdue amount shall bear interest at a rate per annum equal to the greater lesser of (i) the Prime Rate plus the Applicable Margin 14.0% and (ii) 5.00%. (b) Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, so long as such Event of Default is continuing, all principal of each Loan and each fee and other amount then due and payable by the Borrower hereunder (whether at the stated maturity thereof, by acceleration or otherwise) shall bear interest at a rate per annum equal to 5% above the otherwise applicable rate, from the date of such Event of Default until such Event of Default is cured or waived in writing by the Bank. In addition, if any payment of interest or principal hereunder is not paid or funds are not available to be automatically debited on the date on which it is due, the Borrowers shall pay to the Bank, upon demand, an amount equal to 5% of such unpaid paymentMaximum Rate. (c) All interest hereunder shall be computed on the basis Interest accrued from time to time in respect of a year of 360 days, and in each case Loan shall be payable for in arrears on each Interest Capitalization Date by adding the actual number amount of days elapsed accrued interest (including a "Capitalized Interest Amount") on such date to the first day but excluding principal amount of such Loan (and any Capitalized Interest Amount shall bear interest from and after such Interest Capitalization Date as provided hereunder as if it had been part of the last dayOriginal Principal of such Loan). The applicable Prime Rate ; provided, that any accrued and unpaid interest outstanding on the Effective Date under the 2004 Term Loan Agreement shall be determined by treated as a Capitalized Interest Amount for all purposes of this Agreement. Any accrued and unpaid interest on the Bank, and such determination Loans shall be conclusive absent clearly demonstrable errorpayable in full in cash on the Termination Date. (d) Interest on each Loan shall be paid monthly in arrears calculated on the first basis of a 365 (or 366, as the case may be) day of each month, commencing on year for the first such day after such Loan, and at maturity for such Loanactual days elapsed. (e) No interest payable hereunder, whether by reason of maturity, the acceleration thereof, or otherwise, shall be in excess of the maximum rate permitted by any applicable law. As used herein, the term "applicable law" means the law in effect as of the Effective Date; provided 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 Borrowers and the Bank in the execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of 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 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 limits of such validity, and if under or from circumstances whatsoever 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 by the Notes and not to the payment of interest.