Common use of Limitation on Interest Clause in Contracts

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Notwithstanding anything to the ---------------------- contrary in this Agreement, the Note or in any document evidencing the indebtedness evidenced hereby or in any other agreement entered into in connection herewith, whether now existing or hereafter arising, it is agreed that the aggregate of all interest and other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable or receivable under the Note or otherwise in connection with this transaction shall under no circumstances ever exceed the maximum nonusurious interest rate allowed under applicable law (the "Maximum Rate"). If fulfillment of any provision contained in hereof or of any document evidencing or securing the Loan Papersindebtedness contemplated hereby, Banks at the time performance of such provision shall never be entitled to receivedue, collect, or apply, as interest on the Revolving Loan, any amount in excess of shall involve transcending the Maximum Lawful Rate, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Rate; and in if the event any Bank Lender shall ever receives, collects or applies as receive anything of value deemed interest any such excess, such amount under applicable law which would be deemed exceed the Maximum Rate, an amount equal to any excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing to the Lender and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if the Revolving Loan is paid in fullhereof, any remaining such excess shall promptly be refunded to the Borrower. All sums paid or agreed to be paid to Borrower. In determining whether the Lender for the use, forbearance or not detention of the interest paid or payable under any specific contingency exceeds indebtedness of the Maximum Lawful Rate, Borrower and Banks to the Lender shall, to the extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expensebe amortized, fee or premium rather than as interestprorated, (b) exclude voluntary prepayments allocated and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest spread throughout the entire contemplated full term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.such

Limitation on Interest. Regardless Notwithstanding any other provision of any provision contained in the Loan Papersthis Note, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of this Note or otherwise, shall the interest contracted for, charged or received by the Holder exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in if from any such circumstances the event any Bank Holder shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Note or any such excessother document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of the Company to the Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrowerthe Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to the Holder, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower the Company and Banks the Holder shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Note and all other agreements between the full contemplated term thereof, Company and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateHolder.

Limitation on Interest. Regardless Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any provision contained in of the Loan PapersObligations or otherwise, Banks shall never the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be entitled payable to receive, collect, or apply, as interest on the Revolving Loan, any amount Lenders in excess of the Maximum Lawful Ratemaximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the event maximum lawful amount, an amount equal to any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if of the Revolving Loan is paid in fullObligations, any remaining such excess shall promptly be refunded to the Borrower. All interest paid or agreed to be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lenders shall, to the extent permitted under by applicable Lawlaw, (a) characterize any non-principal be amortized, prorated, allocated and spread throughout the full period until payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount full of the interest throughout the entire contemplated term principal of the Notes, Obligations (including the period of any renewal or extension thereof) so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in thereon for such full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided exceed the maximum amount permitted by any Laws for contracting forapplicable law. This Section shall control all agreements between or among the Borrower, chargingthe Guarantors, taking, reserving or receiving interest in excess of the Maximum Lawful RateLenders and the Agent.

Limitation on Interest. Regardless Notwithstanding anything to the contrary contained or referred to in this Guaranty, none of the terms and provisions of this Guaranty or the Restated Lease Agreement or any provision contained other Credit Document shall ever be construed to create a contract or obligation to pay interest at a rate in excess of the Loan PapersMaximum Rate allowed by law (the "Maximum Rate"), Banks and neither GE Capital nor any Lessor shall never be entitled to ever charge, receive, take, collect, reserve or apply, as interest on the Revolving LoanObligations or the Guaranteed Obligations, any amount in excess of the Maximum Lawful Rate. The parties hereto agree that any interest, charge, fee, expense or other indebtedness, liability or obligation provided for in this Guaranty, the Restated Lease Agreement or any other Credit Document which constitutes interest under applicable law shall be, ipso facto and under any and all circumstances, limited or reduced to an amount equal to the lesser of (a) the amount of such interest, charge, fee, expense or other indebtedness, liability or obligation that would be payable in the event absence of this Paragraph 25 or (b) an amount, which when added to all other interest payable under this Guaranty and the Restated Lease Agreement or any Bank other Credit Document, equals the Maximum Rate. If, notwithstanding the foregoing, GE Capital or any Lessor ever contracts for, charges, receives, collects takes, collects, reserves or applies as interest any such excessamount in excess of the Maximum Rate, such amount which would be deemed excessive interest shall be deemed a partial payment or prepayment of principal of the Obligations and the Guaranteed Obligations and treated hereunder as such; , and if the Revolving Loan is Obligations and the Guaranteed Obligations, or applicable portions thereof, are paid in full, any remaining excess shall promptly be paid to BorrowerSavvis, Guarantor or such other Person (as appropriate). In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the Maximum Lawful Rate, Borrower Guarantor, Savvis, GE Capital and Banks Lessors shall, to the maximum extent permitted under by applicable Lawlaw, (ai) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (bii) exclude voluntary prepayments and the effects thereof thereof, and (ciii) amortize, prorate, allocate and spread, spread in equal parts, or unequal parts the total amount of the interest throughout the entire contemplated term of the NotesObligations and the Guaranteed Obligations, or applicable portions thereof, so that the interest rate is does not exceed the Maximum Lawful Rate throughout at any time during the entire term of the NotesObligations and the Guaranteed Obligations; providedprovided that, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks GE Capital and Lessors shall refund to Borrower Savvis, Guarantor or such other Person (as appropriate) the amount of such excess and, in such event, Banks neither GE Capital nor any Lessor shall not be subject to any penalties provided by any Laws laws for contracting for, charging, receiving, taking, reserving collecting, receiving or receiving applying interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless No provision of any provision contained in this Mortgage or of the other Loan Papers, Banks Papers shall never be entitled to receive, collectrequire the payment or permit the collection of interest, or applybe construed to create a contract regarding the same, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and maximum rate permitted by Law or which is otherwise contrary to Law. If any excess of interest in such respect is herein or in the event any Bank ever receivesother Loan Papers provided for, collects or applies as interest any such excessshall be adjudicated to be so provided for herein or in the other Loan Papers, such amount which would be deemed excessive interest shall be deemed a partial prepayment of the principal of the Secured Indebtedness and treated hereunder as such; and and, if the Revolving Loan entire principal amount of the Secured Indebtedness owed is paid in full, any remaining excess shall promptly be paid repaid to Borrowerthe payors on the applicable Secured Indebtedness. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the Maximum Highest Lawful RateRate in effect from day to day, Borrower the Mortgagor and Banks the holders of the Secured Indebtedness shall, to the maximum extent permitted under applicable Law, (ai) characterize any non-principal nonprincipal payment as an expense, fee fee, or premium rather than as interest, (bii) exclude voluntary prepayments and the effects thereof thereof, and (ciii) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, Secured Indebtedness so that the interest rate is the Maximum Lawful Rate uniform throughout the entire term of the NotesSecured Indebtedness; providedprovided that, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received by the holders of the Secured Indebtedness for the actual period of existence thereof exceeds the Maximum Highest Lawful RateRate in effect from day to day, Banks the holders of the Secured Indebtedness shall apply or refund to Borrower the payors on the applicable Secured Indebtedness the amount of such excess as provided in this Section, and, in such event, Banks the holders of the Secured Indebtedness shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Highest Lawful RateRate in effect from day to day.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Parent, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan PapersTransaction Documents, Banks no Noteholder shall never ever be entitled to receive, collect, or apply, as interest on the Revolving LoanNote, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Noteholder ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan Note is paid in full, any remaining excess shall promptly be paid to Borrowerthe Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower the Company and Banks the Noteholder shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; providedPROVIDED, howeverHOWEVER, that that, if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks the Noteholder shall refund to Borrower the Company the amount of such excess and, in such event, Banks the Noteholder shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in this ----------------------- Mortgage or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagors. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Mortgagors shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagors the amount of such excess excess, and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Notwithstanding any other provision of this Agreement or any provision contained in the Loan Papersother Document, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness contemplated by the Documents is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of such indebtedness or otherwise, shall the interest contracted for, charged or received by any Purchaser or any Holder exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement or of any other document evidencing, securing or pertaining to the indebtedness contemplated hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in the event if from any Bank such circumstances any Purchaser or any Holder shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Agreement or any such excessother document evidencing, securing or pertaining to the indebtedness contemplated hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Agreement or on account of any other indebtedness of the Company to such Purchaser or such Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Notes and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrowerthe Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to such Purchaser or such Holder, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower the Company and Banks such Purchaser or such Holder shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Agreement and the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rateother Documents.

Limitation on Interest. Regardless Lender and Borrower intend to comply at all times with all applicable usury laws. All agreements between Lender and Borrower, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the interest contracted for, charged, received, paid, or agreed to be paid to Lender exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstance whatsoever, fulfillment of any provision contained in hereof, of the Loan Papers, Banks shall never be entitled to receive, collectNote, or applyof any other Loan Documents shall involve transcending the limit of such validity prescribed by any law which a court of competent jurisdiction may deem applicable hereto, as then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if from any circumstance Lender shall ever receive anything of value deemed interest on by applicable law that would exceed the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excesshighest lawful rate, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal of the Loan and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if of the Revolving Loan is paid in fullLoan, any remaining such excess shall promptly be refunded to Borrower. All interest paid or agreed to be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal so that the interest on the Loan for such full period shall not exceed the highest lawful rate. Borrower agrees that in determining whether or not any interest payment under applicable Lawthe Loan Documents exceeds the highest lawful rate, (a) characterize any non-principal payment (except payments specifically described in the Loan Documents as "interest"), including without limitation, prepayment fees and late charges, shall, to the maximum extent not prohibited by law, be deemed an expense, fee fee, premium, or premium penalty rather than as interest. Lender hereby expressly disclaims any intent to contract for, (b) exclude voluntary prepayments and charge, or receive interest in an amount that exceeds the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount highest lawful rate. The provisions of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; providedthis Agreement, however, that if the unpaid principal balance thereof is paid and performed in full prior all other Loan Documents are hereby modified to the end extent necessary to conform with the limitations and provisions of the full contemplated term thereofthis Section, and if this Section shall govern over all other provisions in any document or agreement now or hereafter existing. This Section shall never be superseded or waived unless there is a written document executed by Lender and Borrower expressly declaring the interest received for the actual period usury limitation of existence thereof exceeds the Maximum Lawful Ratethis Agreement to be null and void, Banks and no other method or language shall refund be effective to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving supersede or receiving interest in excess of the Maximum Lawful Ratewaive this paragraph.

Limitation on Interest. Regardless No provision of any provision contained in this Mortgage or of the other Loan Papers, Banks Documents shall never be entitled to receive, collectrequire the payment or permit the collection of interest, or applybe construed to create a contract regarding the same, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and maximum rate permitted by Law or which is otherwise contrary to Law. If any excess of interest in such respect is herein or in the event any Bank ever receivesother Loan Documents provided for, collects or applies as interest any such excessshall be adjudicated to be so provided for herein or in the other Loan Documents, such amount which would be deemed excessive interest shall be deemed a partial prepayment of the principal of the Secured Indebtedness and treated hereunder as such; and and, if the Revolving Loan entire principal amount of the Secured Indebtedness owed is paid in full, any remaining excess shall promptly be paid repaid to Borrowerthe payors on the applicable Indebtedness. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the Maximum Highest Lawful RateRate in effect from day to day, Borrower the Mortgagor and Banks the holders of the Indebtedness shall, to the maximum extent permitted under applicable Law, (ai) characterize any non-principal nonprincipal payment as an expense, fee fee, or premium rather than as interest, (bii) exclude voluntary prepayments and the effects thereof thereof, and (ciii) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, Indebtedness so that the interest rate is the Maximum Lawful Rate uniform throughout the entire term of the NotesIndebtedness; provided, however, provided that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received by the holders of the Indebtedness for the actual period of existence thereof exceeds the Maximum Highest Lawful RateRate in effect from day to day, Banks the holders of the Indebtedness shall apply or refund to Borrower the payors on the applicable Indebtedness the amount of such excess as provided in this Section, and, in such event, Banks the holders of the Indebtedness shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Highest Lawful RateRate in effect from day to day.

Limitation on Interest. Regardless Lender and Borrower intend to comply at all times with all applicable usury laws. All agreements between Lender and Borrower, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the interest contracted for, charged, received, paid, or agreed to be paid to Lender exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstance whatsoever, fulfillment of any provision contained in hereof, of the Loan Papers, Banks shall never be entitled to receive, collectNote, or applyof any other Loan Documents shall involve transcending the limit of such validity prescribed by any law which a court of competent jurisdiction may deem applicable hereto, as then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if from any circumstance Lender shall ever receive anything of value deemed interest on by applicable law that would exceed the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excesshighest lawful rate, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal of the Loan and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if of the Revolving Loan is paid in fullLoan, any remaining such excess shall promptly be refunded to Borrower. All interest paid or agreed to be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal so that the interest on the Loan for such full period shall not exceed the highest lawful rate. Borrower agrees that in determining whether or not any interest payment under applicable Lawthe Loan Documents exceeds the highest lawful rate, (a) characterize any non-principal payment (except payments specifically described in the Loan Documents as "interest"), including without limitation, prepayment fees and late charges, shall, to the maximum extent not prohibited by law, be deemed an expense, fee fee, premium, or premium penalty rather than as interest. Lender hereby expressly disclaims any intent to contract for, (b) exclude voluntary prepayments and charge, or receive interest in an amount that exceeds the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount highest lawful rate. The provisions of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; providedthis Agreement, however, that if the unpaid principal balance thereof is paid and performed in full prior all other Loan Documents are hereby modified to the end extent necessary to conform with the limitations and provisions of the full contemplated term thereofthis Section 11.5, and if this Section 11.5 shall govern over all other provisions in any document or agreement now or hereafter existing. This Section 11.5 shall never be superseded or waived unless there is a written document executed by Lender and Borrower expressly declaring the interest received for the actual period usury limitation of existence thereof exceeds the Maximum Lawful Ratethis Agreement to be null and void, Banks and no other method or language shall refund be effective to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving supersede or receiving interest in excess of the Maximum Lawful Ratewaive this paragraph.

Limitation on Interest. Regardless of any provision contained in this Mortgage or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagors. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks each Mortgagor shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagors the amount of such excess and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the Notes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrower to the Lenders, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of Borrower to the Lenders or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the Notes, the other Loan Documents or of any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrower to the Lenders, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances the Lenders shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving LoanNotes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrower to the Lenders or otherwise an amount in excess of that would exceed the highest lawful amount (the “Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess”), such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of Borrower to the Lenders, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrower. In determining whether or not the interest paid or payable with respect to indebtedness of Borrower to the Lenders, under any specific contingency contingency, exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent maximum nonusurious rate permitted under applicable Lawlaw, the Lenders may, at their option (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedObligations, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any Obligations is calculated at the full contemplated term thereofMaximum Rate rather than the applicable rate under this Agreement, and if the interest received for the actual period of existence thereof exceeds thereafter such applicable rate becomes less than the Maximum Lawful Rate, Banks the rate of interest payable on such Obligations shall refund to Borrower remain at the Maximum Rate until each Lender shall have received the amount of interest which such excess and, in Lender would have received during such event, Banks shall period on such Obligations had the rate of interest not be subject been limited to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateRate during such period.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, WPC, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan PapersTransaction Documents, Banks neither Investor nor any other holder of the Note (“Noteholder”) shall never ever be entitled to receive, collect, or apply, as interest on the Revolving LoanNote, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Noteholder ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan Note is paid in full, any remaining excess shall promptly be paid to Borrowerthe Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower the Company and Banks the Noteholder shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that that, if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks the Noteholder shall refund to Borrower the Company the amount of such excess and, in such event, Banks the Noteholder shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Notwithstanding any other provision of any provision contained in the Loan Papersthis Note, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of this Note or otherwise, shall the interest contracted for, charged or received by the Holder exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in if from any such circumstances the event any Bank Holder shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Note or any such excessother document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of the Maker to the Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrowerthe Maker. In determining whether or not the interest paid or payable with respect to any indebtedness of the Maker to the Holder, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower the Maker and Banks the Holder shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of this section shall control and supersede every other conflicting provision of this Note and all other agreements between the full contemplated term thereof, Maker and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateHolder.

Limitation on Interest. Regardless of any provision contained in this Deed of Trust or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Mortgagor shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagor the amount of such excess and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of the Borrower to the Banks or otherwise, shall the interest contracted for, charged or received by any Bank exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances any Bank shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving Loanother Credit Documents or any other document evidencing, any amount in excess securing, guaranteeing or otherwise pertaining to indebtedness of the Maximum Lawful Rate, and in Borrower to the event any Bank ever receives, collects Banks or applies as interest any such excessotherwise an amount that would exceed the highest lawful amount, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of the Borrower to the Banks, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to indebtedness of the Borrower to the Banks, under any specific contingency contingency, exceeds the Maximum Lawful Ratemaximum nonusurious rate permitted under applicable law, the Borrower and the Banks shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any of the full contemplated term thereofBorrower's Obligations is calculated at the maximum rate permissible under applicable law rather than the applicable rate under this Agreement, and if thereafter such applicable rate becomes less than the maximum rate permissible under applicable law, the rate of interest payable on the Borrower's Obligations shall remain at the maximum rate permissible under applicable law until the Banks have received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of interest which such excess and, in Banks would have received during such event, Banks period on the Borrower's Obligations had the rate of interest not been limited to the maximum rate permissible under applicable law during such period. The terms and provisions of this paragraph shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess control and supersede every other conflicting provision of this Agreement and the Maximum Lawful Rateother Credit Documents.

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks Lender shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanAdvances, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Advances are paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; providedPROVIDED, howeverHOWEVER, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lender shall refund to Borrower the amount of such excess and, in such event, Banks Lender shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesRevolving Loans, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesRevolving Loans; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is the intention of any provision contained the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements between Borrowers, Agent and Lender with respect to the Loans are hereby expressly limited so that in no event, whether by reason of acceleration of maturity or otherwise, shall the amount paid or agreed to be paid to Lender or charged by Lender for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If either Loan would be usurious under applicable law, then, notwithstanding anything to the contrary in the Loan PapersDocuments: (a) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, Banks taken, reserved, charged or received under the Loan Documents shall never under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be entitled to receive, collect, or apply, as interest credited on the Revolving Loanapplicable Note pro rata by the holder thereof (or, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any if such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Note has been paid in full, refunded to applicable Borrowers); and (b) if maturity is accelerated by reason of an election by Agent or Lender, or in the event of any remaining excess shall promptly be paid to Borrowerprepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable law. In determining whether such case, excess interest, if any, provided for in the Loan Documents or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shallotherwise, to the extent permitted under by applicable Lawlaw, (a) characterize any non-principal shall be amortized, prorated, allocated and spread from the date of advance until payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, full so that the actual rate of interest rate is uniform through the Maximum Lawful Rate throughout the entire term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable law, then such excess interest shall be cancelled automatically as of the Notes; provideddate of such acceleration or prepayment and, howeverif theretofore paid, that shall be credited on the Notes pro rata (or, if the unpaid principal balance thereof Notes have been paid in full, refunded to Borrowers). The terms and provisions of this Section 11.3 shall control and supersede every other provision of the Loan Documents. The Loan Documents are contracts made under and shall be construed in accordance with and governed by the laws of the State of New York, except that (1) if at any time the laws of the United States of America permit Lender to contract for, take, reserve, charge or receive a higher rate of interest than is paid and performed in full prior allowed by the laws of the State of New York (whether such federal laws directly so provide or refer to the end law of any state), then such federal laws shall to such extent govern as to the rate of interest which Lender may contract for, take, reserve, charge or receive under the Loan Documents and (2) to the extent otherwise specified in any of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateLoan Documents.

Limitation on Interest. Regardless Notwithstanding any other provision of any provision contained in the Loan Papersthis Note, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of this Note or otherwise, shall the interest contracted for, charged or received by the Holder exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in if from any such circumstances the event any Bank Holder shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Note or any such excessother document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of the Company to the Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrowerthe Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to the Holder, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower the Company and Banks the Holder shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Note and all other agreements between the Company and the Holder. EXECUTED as of the full contemplated term thereofdate first written above. XXXXXX XXXXXX HOLDING CORPORATION By:______________________________________ Xxxxxxx X. Xxxxxx, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.President

Limitation on Interest. Regardless of any provision contained in the Loan PapersTransaction Documents, Banks Stratford shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Stratford ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrowerthe Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower the Company and Banks Stratford shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Stratford shall refund to Borrower the Company the amount of such excess and, in such event, Banks Stratford shall not be subject to any penalties -66- 73 provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Note or any of the other Loan PapersDocuments, Banks Lender shall never not ever be entitled to receive, collect, or apply, as interest on the Revolving LoanNote, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment pre-payment of principal and treated hereunder as such; and if the Revolving Loan Note is paid in full, any remaining excess shall promptly be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, the Borrower and Banks the Lender shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments pre-payments and the effects thereof thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks the Lender shall refund to the Borrower the entire amount of such excess and, in such event, Banks the Lender shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision ---------------------- contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, provided -------- however, that if the unpaid principal balance thereof is paid and performed in ------- ---- full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision ---------------------- contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, -------- ------- that if the unpaid principal balance thereof is paid and performed in full prior ---- to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; providedPROVIDED, howeverHOWEVER, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in this Mortgage or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid or discharged in full, any remaining excess shall promptly be paid to BorrowerMortgagors. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Mortgagors shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notesparticular Note, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notessuch Note; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagors the amount of such excess excess, and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless All agreements between Borrower and the Secured Parties whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any provision contained in indebtedness governed hereby or otherwise, shall the Loan Papersinterest contracted for or charged or received by the Secured Parties exceed the maximum amount permissible under applicable Law. If, Banks shall never from any circumstance whatsoever, interest would otherwise be entitled payable to receive, collect, or apply, as interest on the Revolving Loan, any amount Secured Parties in excess of the Maximum Lawful Ratemaximum lawful amount, the interest payable to the Secured Parties shall be reduced to the maximum amount permitted under applicable Law, and the amount of interest for any subsequent period, to the extent less than that permitted by applicable Law, shall to that extent be increased by the amount of such reduction. If from any circumstance the Secured Parties shall ever receive anything of value deemed interest by applicable Law in excess of the event maximum lawful amount, an amount equal to any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal of the Loans or the Institutional Loans, as appropriate, made hereunder or satisfaction of other Obligations and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and treated of the loans made hereunder as such; and if the Revolving Loan is paid in fullor unsatisfied amounts of remaining Obligations, any remaining such excess shall promptly be refunded to Borrower. All interest paid or agreed to be paid to Borrowerthe Secured Parties shall, to the extent permitted by applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the Obligations (including the period of any renewal or extension thereof) so that interest thereon for such full period shall not exceed the maximum amount permitted by applicable Law. This paragraph shall control all agreements between Borrower and the Secured Parties. In determining whether or not the any interest paid or payable under the Loan Instruments exceed the maximum rate permitted by applicable Law, any specific contingency exceeds the Maximum Lawful Ratenon-principal payment, Borrower and Banks shallexcept payments specifically stated to be “interest”, shall be deemed, to the extent permitted under by applicable Law, (a) characterize any non-principal payment as an to be a fee, expense, fee reimbursement or premium penalty rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the Notes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrowers to the Lenders, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of Borrowers to the Lenders or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the Notes, the other Loan Documents or of any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrowers to the Lenders, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances the Lenders shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving LoanNotes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrowers to the Lenders or otherwise an amount in excess of that would exceed the highest lawful amount (the "Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess"), such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of Borrowers to the Lenders, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to BorrowerBorrowers. In determining whether or not the interest paid or payable with respect to indebtedness of Borrowers to the Lenders, under any specific contingency contingency, exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent maximum nonusurious rate permitted under applicable Lawlaw, the Lenders may, at their option (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedObligations, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any Obligations is calculated at the full contemplated term thereofMaximum Rate rather than the applicable rate under this Agreement, and if the interest received for the actual period of existence thereof exceeds thereafter such applicable rate becomes less than the Maximum Lawful Rate, Banks the rate of interest payable on such Obligations shall refund to Borrower remain at the Maximum Rate until each Lender shall have received the amount of interest which such excess and, in Lender would have received during such event, Banks shall period on such Obligations had the rate of interest not be subject been limited to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateRate during such period.

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, the Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank the Banks ever receivesreceive, collects collect or applies apply as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to Borrowerthe Borrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower the Borrowers and the Banks shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; providedPROVIDED, howeverHOWEVER, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, the Banks shall refund to Borrower the Borrowers the amount of such excess and, in such event, the Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks the Lenders shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lenders ever receivesreceive, collects collect or applies apply as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is be paid in full, any remaining excess shall promptly be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, the Borrower and Banks the Lenders shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout through the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks the Lenders shall refund to the Borrower the amount of such excess and, in such event, Banks the Lenders shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving serving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, WPC, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if thatif the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Any provision to the contrary contained in this Reimbursement Agreement or in any of the other Operative Documents notwithstanding, it is expressly provided that in no case or event shall the aggregate of (i) all interest payable by the Lessee or the Lessor and (ii) the aggregate of any provision contained other amounts accrued or paid pursuant to this Reimbursement Agreement or any of the other Operative Documents, which under applicable laws are or may be deemed to constitute interest, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received. In this connection, it is expressly stipulated and agreed that it is the intent of the Lessee, the Lessor and the Credit Bank to contract in strict compliance with the Loan Papersapplicable usury laws of the State and of the United States (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, Banks none of the terms of this Reimbursement Agreement or any of the other Operative Documents shall never ever be entitled construed to receive, collect, or applycreate a contract to pay, as consideration for the use, forbearance or detention of money, interest on the Revolving Loan, any amount at a rate in excess of the Maximum Lawful Ratemaximum contract interest rate permitted to be contracted for, charged or received by the applicable laws of the United States or the State (whichever permit the higher rate of interest). The Lessee, the Lessor and any other parties now or hereafter becoming liable for payment of any indebtedness under this Reimbursement Agreement or any other Operative Documents shall never be liable for interest in excess of the maximum rate that may be lawfully contracted for or charged under the laws of the State and of the United States (whichever permit the higher rate of interest). If under any circumstances the aggregate amounts paid include amounts which by law are deemed interest which would exceed the maximum amount of interest which could lawfully have been contracted for, charged or received, the parties stipulate that such amounts will be deemed to have been paid as a result of an error on the part of the parties, and in the event party receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the party making such payment, refund the amount of such excess or at the Credit Bank's option, credit such excess against any Bank ever receivesunpaid principal balance owing. To the maximum extent permitted by applicable law, collects all amounts contracted for, charged or applies as interest any such excessreceived for the use, such amount which would be deemed excessive interest shall be deemed a partial prepayment forbearance, or detention of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks money shall, to the extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expensebe amortized, fee or premium rather than as interestprorated, (b) exclude voluntary prepayments allocated and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest spread throughout the entire contemplated full term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term Letter of Credit. The provisions of this Section shall control all of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateOperative Documents.

Limitation on Interest. Regardless All agreements between Borrower and the Secured Parties whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any provision contained in indebtedness governed hereby or otherwise, shall the Loan Papersinterest contracted for or charged or received by the Secured Parties exceed the maximum amount permissible under applicable Law. If, Banks shall never from any circumstance whatsoever, interest would otherwise be entitled payable to receive, collect, or apply, as interest on the Revolving Loan, any amount Secured Parties in excess of the Maximum Lawful Ratemaximum lawful amount, the interest payable to the Secured Parties shall be reduced to the maximum amount permitted under applicable Law, and the amount of interest for any subsequent period, to the extent less than that permitted by applicable Law, shall to that extent be increased by the amount of such reduction. If from any circumstance the Secured Parties shall ever receive anything of value deemed interest by applicable Law in excess of the event maximum lawful amount, an amount equal to any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal of the Loans or satisfaction of other Obligations and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and treated of the loans made hereunder as such; and if the Revolving Loan is paid in fullor unsatisfied amounts of remaining Obligations, any remaining such excess shall promptly be refunded to Borrower. All interest paid or agreed to be paid to Borrowerthe Secured Parties shall, to the extent permitted by applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the Obligations (including the period of any renewal or extension thereof) so that interest thereon for such full period shall not exceed the maximum amount permitted by applicable Law. This paragraph shall control all agreements between Borrower and the Secured Parties. In determining whether or not the any interest paid or payable under any specific contingency the Loan Instruments exceeds the Maximum Lawful Ratemaximum rate permitted by applicable Law, Borrower and Banks shallany non-principal payment, except payments specifically stated to be “interest”, shall be deemed, to the extent permitted under by applicable Law, (a) characterize any non-principal payment as an to be a fee, expense, fee reimbursement or premium penalty rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the Notes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Company to the Lenders, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of Company to the Lenders or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the Notes, the other Loan Documents or of any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Company to the Lenders, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances the Lenders shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving LoanNotes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Company to the Lenders or otherwise an amount in excess of that would exceed the highest lawful amount (the "Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess"), such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of Company to the Lenders, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to BorrowerCompany. In determining whether or not the interest paid or payable with respect to indebtedness of Company to the Lenders, under any specific contingency contingency, exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent maximum nonusurious rate permitted under applicable Lawlaw, the Lenders may, at their option (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedObligations, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any Obligations is calculated at the full contemplated term thereofMaximum Rate rather than the applicable rate under this Agreement, and if the interest received for the actual period of existence thereof exceeds thereafter such applicable rate becomes less than the Maximum Lawful Rate, Banks the rate of interest payable on such Obligations shall refund to Borrower remain at the Maximum Rate until each Lender shall have received the amount of interest which such excess and, in Lender would have received during such event, Banks shall period on such Obligations had the rate of interest not be subject been limited to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateRate during such period.

Limitation on Interest. Regardless Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether 68 102175686\V-9 102175686\V-9 US_Active\114487228114490487\V-17 by reason of acceleration of the maturity of any provision contained in of the Loan PapersObligations or otherwise, Banks shall never the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be entitled payable to receive, collect, or apply, as interest on the Revolving Loan, any amount Lenders in excess of the Maximum Lawful Ratemaximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the event maximum lawful amount, an amount equal to any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if of the Revolving Loan is paid in fullObligations, any remaining such excess shall promptly be refunded to the Borrower. All interest paid or agreed to be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lenders shall, to the extent permitted under applicable by Applicable Law, (a) characterize any non-principal be amortized, prorated, allocated and spread throughout the full period until payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount full of the interest throughout the entire contemplated term principal of the Notes, Obligations (including the period of any renewal or extension thereof) so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in thereon for such full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided exceed the maximum amount permitted by any Laws for contracting forApplicable Law. This §4.13 shall control all agreements between or among the Borrower, chargingthe Guarantors, taking, reserving or receiving interest in excess of the Maximum Lawful RateLenders and the Agent.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Banks ever receivesreceive, collects collect or applies apply as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the applicable Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; providedPROVIDED, howeverHOWEVER, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Any provision to the contrary contained in this Agreement or in any of the other Operative Documents notwithstanding, it is expressly provided that in no case or event shall the aggregate of (i) all interest payable by the Lessee and (ii) the aggregate of any provision contained other amounts accrued or paid pursuant to this Agreement or any of the other Operative Documents, which under applicable laws are or may be deemed to constitute interest, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received. In this connection, it is expressly stipulated and agreed that it is the intent of the Lessee and the Lessor to contract in strict compliance with the Loan Papersapplicable usury laws of the State of New York and of the United States (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, Banks none of the terms of this Agreement or any of the other Operative Documents shall never ever be entitled construed to receive, collect, or applycreate a contract to pay, as consideration for the use, forbearance or detention of money, interest on the Revolving Loan, any amount at a rate in excess of the Maximum Lawful Ratemaximum contract interest rate permitted to be contracted for, charged or received by the applicable laws of the United States or the State of New York (whichever permit the higher rate of interest). The Lessee and the other parties now or hereafter becoming liable for payment of any indebtedness under this Agreement or any other Operative Documents shall never be liable for interest in excess of the maximum rate that may be lawfully contracted for or charged under the laws of the State of New York and of the United States (whichever permit the higher rate of interest). If under any circumstances the aggregate amounts paid include amounts which by law are deemed interest which would exceed the maximum amount of interest which could lawfully have been contracted for, charged or received, the parties stipulate that such amounts will be deemed to have been paid as a result of an error on the part of the parties, and in the event party receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the party making such payment, refund the amount of such excess or at the option of the Lessor, credit such excess against any Bank ever receivesunpaid principal balance owing. To the maximum extent permitted by applicable law, collects all amounts contracted for, charged or applies as interest any such excessreceived for the use, such amount which would be deemed excessive interest shall be deemed a partial prepayment forbearance, or detention of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks money shall, to the extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expensebe amortized, fee or premium rather than as interestprorated, (b) exclude voluntary prepayments allocated and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest spread throughout the entire contemplated full term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term Lease. The provisions of this Section 8.12 shall control all of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateOperative Documents.

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of the Borrower to the Banks or otherwise, shall the interest contracted for, charged or received by any Bank exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances any Bank shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving Loanother Credit Documents or any other document evidencing, any amount in excess securing, guaranteeing or otherwise pertaining to indebtedness of the Maximum Lawful Rate, and in Borrower to the event any Bank ever receives, collects Banks or applies as interest any such excessotherwise an amount that would exceed the highest lawful amount, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of the Borrower to the Banks, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to indebtedness of the Borrower to the Banks, under any specific contingency contingency, exceeds the Maximum Lawful Ratemaximum nonusurious rate permitted under applicable law, the Borrower and the Banks shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greaterthan that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any of the full contemplated term thereofBorrower’s Obligations is calculated at the maximum rate permissible under applicable law rather than the applicable rate under this Agreement, and if thereafter such applicable rate becomes less than the maximum rate permissible under applicable law, the rate of interest payable on the Borrower’s Obligations shall remain at the maximum rate permissible under applicable law until the Banks have received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of interest which such excess and, in Banks would have received during such event, Banks period on the Borrower’s Obligations had the rate of interest not been limited to the maximum rate permissible under applicable law during such period. The terms and provisions of this paragraph shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess control and supersede every other conflicting provision of this Agreement and the Maximum Lawful Rateother Credit Documents.

Limitation on Interest. Regardless Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrowers, the Guarantor, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any provision contained in of the Loan PapersObligations or otherwise, Banks shall never the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be entitled payable to receive, collect, or apply, as interest on the Revolving Loan, any amount Lenders in excess of the Maximum Lawful Ratemaximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the event maximum lawful amount, an amount equal to any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if of the Revolving Loan is paid in fullObligations, any remaining such excess shall promptly be refunded to the Borrowers. All interest paid or agreed to be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lenders shall, to the extent permitted under by applicable Lawlaw, (a) characterize any non-principal be amortized, prorated, allocated and spread throughout the full period until payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount full of the interest throughout the entire contemplated term principal of the Notes, Obligations (including the period of any renewal or extension thereof) so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in thereon for such full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided exceed the maximum amount permitted by any Laws for contracting forapplicable law. This Section shall control all agreements between or among the Borrowers, chargingthe Guarantor, taking, reserving or receiving interest in excess of the Maximum Lawful RateLenders and the Agent.

Limitation on Interest. Regardless of any provision ---------------------- contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful RateRate applicable to each Bank, respectively, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the applicable Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid -------- ------- principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless No provision of this Agreement, the Note, any provision contained in of the other Loan Papers, Banks shall never be entitled to receive, collectDocuments, or applyany instrument evidencing or securing the Note, as or otherwise relating to the indebtedness evidenced by the Note, shall require the payment or permit the collection, application or receipt of interest on the Revolving Loan, any amount in excess of the Maximum Lawful Ratemaximum rate permitted by applicable state or federal law. If any excess of interest in such respect is herein or in any such other instrument provided for, or shall be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, and neither Borrower nor any endorsers of the Note nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent it is in excess of the amount permitted by applicable law. It is expressly stipulated and agreed to be the intent of Borrower and Bank at all times to comply with the usury and other laws relating to the Note and the other Loan Documents and any subsequent revisions, repeals or judicial interpretations thereof, to the extent applicable to the Note or the other Loan Documents. In the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the unpaid principal and treated hereunder as such; and balance of the Note, and, if upon such application the Revolving Loan principal balance of the Note is paid in full, any remaining excess shall promptly be paid forthwith to BorrowerBorrower and the provisions of the Note, the other Loan Documents and any demand or other charging document shall immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of execution of any new document, so as to comply with the then applicable law, but so as otherwise to permit the recovery of the fullest amount called for thereunder. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.7

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks Lender shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Noteseach AGF Note, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notessuch AGF Note; providedPROVIDED, howeverHOWEVER, CREDIT AGREEMENT 43 that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lender shall refund to Borrower the amount of such excess and, in such event, Banks Lender shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to BorrowerBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower Borrowers and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower Borrowers the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of the Borrower to the Banks or otherwise, shall the interest contracted for, charged or received by any Bank exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances any Bank shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving Loanother Credit Documents or any other document evidencing, any amount in excess securing, guaranteeing or otherwise pertaining to indebtedness of the Maximum Lawful Rate, and in Borrower to the event any Bank ever receives, collects Banks or applies as interest any such excessotherwise an amount that would exceed the highest lawful amount, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of the Borrower to the Banks, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to indebtedness of the Borrower to the Banks, under any specific contingency contingency, exceeds the Maximum Lawful Ratemaximum nonusurious rate permitted under applicable law, the Borrower and the Banks shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any of the full contemplated term thereofBorrower's Obligations is calculated at the maximum rate permissible under applicable law rather than the applicable rate under this Agreement, and if thereafter such applicable rate becomes less than the maximum rate permissible under applicable law, the rate of interest payable on the Borrower's Obligations shall remain at the maximum rate permissible under applicable law until the Banks have received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of interest which such excess and, in Banks would have received during such event, Banks shall period on the Borrower's Obligations had the rate of interest not be subject been limited to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.maximum rate permissible

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of the Borrower to the Banks or otherwise, shall the interest contracted for, charged or received by any Bank exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances any Bank shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving Loanother Credit Documents or any other document evidencing, any amount in excess securing, guaranteeing or otherwise pertaining to indebtedness of the Maximum Lawful Rate, and in Borrower to the event any Bank ever receives, collects Banks or applies as interest any such excessotherwise an amount that would exceed the highest lawful amount, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of the Borrower to the Banks, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to indebtedness of the Borrower to the Banks, under any specific contingency contingency, exceeds the Maximum Lawful Ratemaximum nonusurious rate permitted under applicable law, the Borrower and the Banks shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal non‑principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any of the full contemplated term thereofBorrower’s Obligations is calculated at the maximum rate permissible under applicable law rather than the applicable rate under this Agreement, and if thereafter such applicable rate becomes less than the maximum rate permissible under applicable law, the rate of interest payable on the Borrower’s Obligations shall remain at the maximum rate permissible under applicable law until the Banks have received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of interest which such excess and, in Banks would have received during such event, Banks period on the Borrower’s Obligations had the rate of interest not been limited to the maximum rate permissible under applicable law during such period. The terms and provisions of this paragraph shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess control and supersede every other conflicting provision of this Agreement and the Maximum Lawful Rateother Credit Documents.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the CREDIT AGREEMENT PAGE 59 66 Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks Lender shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesRevolving Loans, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesRevolving Loans; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lender shall refund to Borrower the amount of such excess and, in such event, Banks Lender shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision Notwithstanding anything contained in this Mortgage to the Loan Paperscontrary, Banks the Mortgagee shall never be deemed to have contracted for or be entitled to receive, collect, collect or apply, apply as interest on of the Revolving Loanindebtedness secured hereby, any amount in excess of the Maximum Lawful Rateamount permitted and calculated at the highest lawful rate, and and, in the event any Bank the Mortgagee ever receives, collects or applies as interest any such excessamount in excess of the amount permitted and calculated at the highest lawful rate, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the unpaid principal and treated hereunder as such; and balance of the indebtedness secured hereby, and, if the Revolving Loan principal balance of the indebtedness secured hereby is paid in full, any remaining excess shall promptly forthwith be paid to Borrowerthe Mortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rateamount of interest permitted and calculated at the highest lawful rate, Borrower the Mortgagor and Banks the Mortgagee shall, to the maximum extent permitted under applicable Lawlaw, (ai) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense, fee fee, or premium premium, rather than as interest, (bii) exclude voluntary prepayments and the effects thereof effect thereof, and (ciii) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid indebtedness and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rateother Obligations secured hereby.

Limitation on Interest. Regardless of any provision contained in this Mortgage or any of the other Loan PapersDocuments, Banks Secured Parties shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Secured Party ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower Mortgagor and Banks Secured Parties shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Secured Parties shall refund to Borrower Mortgagor the amount of such excess and, in such event, Banks Secured Parties shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of the Borrower to the Banks or otherwise, shall the interest contracted for, charged or received by any Bank exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the other Credit Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to indebtedness of the Borrower to the Banks, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances any Bank shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving Loanother Credit Documents or any other document evidencing, any amount in excess securing, guaranteeing or otherwise pertaining to indebtedness of the Maximum Lawful Rate, and in Borrower to the event any Bank ever receives, collects Banks or applies as interest any such excessotherwise an amount that would exceed the highest lawful amount, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of the Borrower to the Banks, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to indebtedness of the Borrower to the Banks, under any specific contingency contingency, exceeds the Maximum Lawful Ratemaximum nonusurious rate permitted under applicable law, the Borrower and the Banks shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal non‑principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any of the full contemplated term thereofBorrower's Obligations is calculated at the maximum rate permissible under applicable law rather than the applicable rate under this Agreement, and if thereafter such applicable rate becomes less than the maximum rate permissible under applicable law, the rate of interest payable on the Borrower's Obligations shall remain at the maximum rate permissible under applicable law until the Banks have received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of interest which such excess and, in Banks would have received during such event, Banks period on the Borrower's Obligations had the rate of interest not been limited to the maximum rate permissible under applicable law during such period. The terms and provisions of this paragraph shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess control and supersede every other conflicting provision of this Agreement and the Maximum Lawful Rateother Credit Documents.

Limitation on Interest. Regardless of any provision contained in this ----------------------- Mortgage or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagors. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Mortgagor shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagors the amount of such excess and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan PapersTransaction Documents, Banks neither Petrohawk nor any other holder of the Note (”Noteholder”) shall never ever be entitled to receive, collect, or apply, as interest on the Revolving LoanNote, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Noteholder ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan Note is paid in full, any remaining excess shall promptly be paid to Borrowerthe Company. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower the Company and Banks the Noteholder shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that that, if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks the Noteholder shall refund to Borrower the Company the amount of such excess and, in such event, Banks the Noteholder shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with all applicable law governing the maximum interest payable on the indebtedness or obligations evidenced by the Note, this Security Instrument and the other Loan Documents. Notwithstanding anything herein or elsewhere to the contrary: (a) all agreements and writings to which Lender and Borrower or any provision contained guarantor are party are hereby and shall be limited so that, after taking into account all amounts deemed interest as well as all amounts deemed to be compensating balances or other deemed reductions in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess true outstanding balance of the Maximum Lawful Rateprincipal indebtedness, and in none of the event any Bank interest contracted for, charged or received by Lender shall ever receives, collects exceed the maximum lawful rate or applies as interest any amount; (b) all such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment amortized, prorated, allocated and spread over the full amount and term of the principal and treated hereunder as suchindebtedness (including any renewal or extension thereof); and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such through any contingency or event, Banks shall not be subject to including any penalties provided change in applicable law whether by legislative, judicial or other action, any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Ratelawful maximum rate or amount is nonetheless ever found or held to have been contracted for, charged or received, then all instruments, agreements, documents and charges relating thereto shall automatically be reformed ab initio so as to avoid and preclude any provision or charge for such excess, any such excess actually or deemed received shall be deemed to have been applied toward payment of the principal and any such excess remaining after all principal has been paid in full shall immediately be returned to Borrower or the other owner thereof.

Limitation on Interest. Regardless of any provision Notwithstanding anything contained in this Mortgage to the Loan Paperscontrary, Banks the Mortgagee shall never be deemed to have contracted for or be entitled to receive, collect, collect or apply, apply as interest on of the Revolving Loanindebtedness secured hereby, any amount in excess of the Maximum Lawful Rateamount perrnitted and calculated at the highest lawful rate, and and, in the event any Bank the Mortgagee ever receives, collects or applies as interest any such excessamount in excess of the amount permitted and calculated at the highest lawful rate, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the unpadd principal and treated hereunder as such; and balance of the indebtedness secured hereby, and, if the Revolving Loan principal balance of the indebtedness secured hereby is paid in full, any remaining excess shall promptly forthwith be paid to Borrowerthe Mortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rateamount of interest permitted and calculated at the highest lawful rate, Borrower the Mortgagor and Banks the Mortgagee shall, to the maximum extent permitted under applicable Lawlaw, (ai) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense, fee fee, or premium premium, rather than as interestinteresst, (bii) exclude voluntary prepayments and the effects thereof effect thereof, and (ciii) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid indebtedness and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rateother Obligations secured hereby.

Limitation on Interest. Regardless Notwithstanding any other provision of any provision contained in the Loan Papersthis Note, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of this Note or otherwise, shall the interest contracted for, charged or received by the Lender exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in if from any such circumstances the event any Bank Lender shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Note or any such excessother document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of any Loan Party to the Lender, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to any indebtedness of any Loan Party to the Lender, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower the Loan Parties and Banks the Lender shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Note and all other agreements between any Loan Party and the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateLender.

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks Lender shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans or any other Obligations, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesLoans, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesLoans; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lender shall refund to Borrower the amount of such excess and, in such event, Banks Lender shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Notwithstanding any other provision of any provision contained in the Loan Papersthis Note, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of this Note or otherwise, shall the interest contracted for, charged or received by the Holder exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in if from any such circumstances the event any Bank Holder shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Note or any such excessother document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of the Company to the Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrowerthe Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to the Holder, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower the Company and Banks the Holder shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Note and all other agreements between the Company and the Holder. EXECUTED as of the full contemplated term thereofdate first written above. COMPRESSCO, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.INC. By: __________________________________ Xxxxxx Xxxx Xxxxxx Chief Executive Officer

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks Lender shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notesapplicable Note, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notesapplicable Note; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lender shall refund to Borrower the amount of such excess and, in such event, Banks Lender shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless It is expressly stipulated and agreed to be the intent of Borrowers and Lenders at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in connection with the Notes, the Credit Facilities and the Letters of Credit. If the applicable law is ever judicially interpreted so as to render usurious any provision contained in amount called for under the Notes or under any of the other Loan Papers, Banks shall never be entitled to receive, collectDocuments, or applycontracted for, as interest on charged, taken, reserved or received with respect to any of the Revolving LoanNotes or the Letters of Credit, or if acceleration of the maturity of the Notes, any amount prepayment by any Borrower, or any other circumstance whatsoever, results in any Lender having been paid any interest in excess of that permitted by applicable law, then it is the Maximum Lawful Rateexpress intent of Borrowers and Lenders that all excess amounts theretofore collected by Lenders be credited on the principal balance of the Notes (or, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Notes have been or would thereby be paid in full, any remaining excess shall promptly be paid refunded to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful RateBorrowers), Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount provisions of the interest throughout Notes and the entire contemplated term other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the Notesexecution of any new document, so that as to comply with the interest rate is applicable law, but so as to permit the Maximum Lawful Rate throughout the entire term recovery of the Notes; provided, however, that if fullest amount otherwise called for hereunder and thereunder. The right to accelerate the unpaid principal balance thereof is paid and performed in full prior to the end maturity of the full contemplated term thereofNotes does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund Lenders do not intend to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.collect any

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks Lenders shall never be entitled to contract for, charge, receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lenders ever receivescontract for, collects charge, receive, collect or applies apply as interest any such excess, such the amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lenders shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; providedPROVIDED, howeverHOWEVER, that THAT if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest contracted for, charged or received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lenders shall refund to Borrower or any Subsidiary, as appropriate, the amount of such the excess and, in such that event, Banks shall Lenders shall, to the fullest extent permitted under applicable law, not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in this Mortgage or any of the other Loan PapersDocuments, Banks the Lenders shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Highest Lawful RateRate (as defined in the Credit Agreement), and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Highest Lawful Rate, Borrower Mortgagor and Banks the Lenders shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Highest Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Highest Lawful Rate, Banks the Lenders shall refund to Borrower Mortgagor the amount of such excess and, in such event, Banks the Lenders shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Highest Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Banks ever receivesreceive, collects collect or applies apply as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the applicable Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision ---------------------- contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that -------- ------- that, if the unpaid principal balance thereof is paid and performed in full ---- prior to the end of the full contemplated term thereof, and if the interest received for the actual appropriate period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Lender and Borrower intend to comply at all times with all applicable usury laws. All agreements between Lender and Borrower, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the maturity of the Note, or otherwise, shall the interest contracted for, charged, received, paid, or agreed to be paid to Lender exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstance whatsoever, fulfillment of any provision contained in hereof, of the Loan Papers, Banks shall never be entitled to receive, collectNote, or applyof any other Loan Document shall involve transcending the limit of such validity prescribed by any law which a court of competent jurisdiction may deem applicable hereto, as then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if from any circumstance Lender shall ever receive anything of value deemed interest on by applicable law that would exceed the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excesshighest lawful rate, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the outstanding principal balance of the Loan and treated hereunder as such; and not to the payment of interest, or if such excessive interest exceeds the Revolving Loan is paid in fullunpaid principal balance of the Loan, any remaining such excess shall promptly be refunded to Borrower. All interest paid or agreed to be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal so that the interest on the Loan for such full period shall not exceed the highest lawful rate. Borrower agrees that in determining whether or not any interest payment under applicable Lawthe Loan Documents exceeds the highest lawful rate, (a) characterize any non-principal payment (except payments specifically described in the Loan Documents as "interest"), including without limitation, prepayment fees and late charges, shall, to the maximum extent not prohibited by law, be deemed an expense, fee fee, premium, or premium penalty rather than as interest. Lender hereby expressly disclaims any intent to contract for, (b) exclude voluntary prepayments and charge, or receive interest in an amount that exceeds the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount highest lawful rate. The provisions of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; providedthis Agreement, however, that if the unpaid principal balance thereof is paid and performed in full prior all other Loan Documents are hereby modified to the end extent necessary to conform with the limitations and provisions of the full contemplated term thereofthis Section, and if this Section shall govern over all other provisions in any document or agreement now or hereafter existing. This Section shall never be superseded or waived unless there is a written document executed by Lender and Borrower expressly declaring the interest received for the actual period usury limitation of existence thereof exceeds the Maximum Lawful Ratethis Agreement to be null and void, Banks and no other method or language shall refund be effective to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving supersede or receiving interest in excess of the Maximum Lawful Ratewaive this paragraph.

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks Lenders shall never be entitled to contract for, charge, receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lenders ever receivescontract for, collects charge, receive, collect or applies apply as interest any such excess, such the amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lenders shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest contracted for, charged or received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lenders shall refund to Borrower or any Subsidiary, as appropriate, the amount of such the excess and, in such that event, Banks shall Lenders shall, to the fullest extent permitted under applicable law, not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision Notwithstanding anything to the contrary contained in this Agreement or the other Loan Papers, Banks none of the terms and provisions of this Agreement or the other Loan Papers shall never ever be entitled construed to create a contract or obligation to pay interest at a rate in excess of the Maximum Lawful Rate; and neither Administrative Agent, Documentation Agent nor any Lender shall ever charge, receive, take, collect, reserve or apply, as interest on the Revolving LoanObligations, any amount in excess of the Maximum Lawful Rate. In furtherance of the foregoing, and the parties hereto agree that any interest, charge, fee, expense or other obligation provided for in this Agreement or in the event other Loan Papers which constitutes interest under applicable law shall be limited to an amount equal to the lesser of (a) the amount of such interest, charge, fee, expense or other obligation that would be payable in the absence of this Section 9.4, or (b) an amount, which when added to all other interest payable under this Agreement or the other Loan Papers, equals the Maximum Lawful Rate. If, notwithstanding the foregoing, Administrative Agent or any Bank Lender ever contracts for, charges, receives, collects takes, collects, reserves or applies as interest any such excessamount in excess of the Maximum Lawful Rate, such amount which would be deemed excessive interest shall be deemed a partial payment or prepayment of principal of the Obligations and treated hereunder as such; and if the Revolving Loan is Obligations, or applicable portions thereof, are paid in full, any remaining excess shall promptly be paid to BorrowerBorrower (or to such other Person who may be entitled thereto by law). In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the Maximum Lawful Rate, Borrower Borrower, Operating Subsidiaries, Administrative Agent and Banks Lenders shall, to the maximum extent permitted under applicable Lawlaw, (ai) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (bii) exclude voluntary prepayments and the effects thereof thereof, and (ciii) amortize, prorate, allocate and spread, as appropriate to reflect variation in equal partsthe Maximum Lawful Rate, the total amount of the interest throughout the entire contemplated term of the NotesObligations, or applicable portions thereof, so that the interest rate is does not exceed the Maximum Lawful Rate throughout at any time during the entire term of the NotesObligations; providedprovided that, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess andAdministrative Agent or Lenders, in such eventas appropriate, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.shall

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks Lender shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Lender ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to BorrowerBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower Borrowers and Banks Lender shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesRevolving Loans, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesRevolving Loans; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Lender shall refund to Borrower Borrowers the amount of such excess and, in such event, Banks Lender shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Xxxxxxxx acknowledges and agrees that it is the intention of any provision contained the parties hereto to conform strictly to the usury Laws in force that apply to this transaction. Accordingly, this Note is hereby limited so that in no contingency, whether by reason of acceleration of the maturity of the Loan Papersor otherwise, Banks shall never the interest (and all other sums that are deemed to be entitled interest) contracted for, charged or received by Xxxxxx with respect to receivethe Loan and the Note exceed the Highest Lawful Rate. If, collectfrom any circumstance whatsoever, or apply, as interest on under the Revolving Loan, any amount Loan and/or the Note would otherwise be payable in excess of the Maximum Highest Lawful Rate, and if from any circumstance Lender shall ever receive anything of value deemed interest by applicable Law in excess of the event any Bank ever receivesHighest Lawful Rate, collects or applies as interest any then Xxxxxx's receipt of such excess, such amount which would be deemed excessive excess interest shall be deemed a partial prepayment of principal mistake and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks same shall, so long as no Event of Default shall be continuing, at the option of Borrower, either be repaid to Borrower or credited to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notesunpaid principal; provided, however, that if an Event of Default shall have occurred and be continuing, and Lender shall receive excess interest during such period, then Lender shall have the unpaid option of either crediting such excess amount to principal balance thereof or refunding such excess amount for Borrower. If the Loan is prepaid or the maturity of the Loan is accelerated by reason of an election of Xxxxxx, then unearned interest, if any, shall be canceled and, if theretofore paid, shall either be refunded to Borrower or credited on the Loan, as Lender elects. All interest paid or agreed to be paid to Lender shall, to the extent allowed by applicable Law, be amortized, prorated, allocated, and performed spread throughout the full period until payment in full prior to of principal (including the end period of the full contemplated term thereof, and if any renewal or extension) so that the interest received for the actual such full period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of exceed the Maximum Highest Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Guarantors, if any, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any provision contained in of the Loan PapersObligations or otherwise, Banks shall never the interest or other loan charges contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest or any other loan charges would otherwise be entitled payable to receive, collect, or apply, as interest on the Revolving Loan, any amount Lenders in excess of the Maximum Lawful Ratemaximum lawful amount, the interest and loan charges payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest or loan charges by Applicable Law in excess of the event maximum lawful amount, an amount equal to any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if of the Revolving Loan is paid in fullObligations, any remaining such excess shall promptly be refunded to the Borrower. All interest and loan charges paid or agreed to be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Lenders shall, to the extent permitted under applicable by Applicable Law, (a) characterize any non-principal be amortized, prorated, allocated and spread throughout the full period until payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount full of the interest throughout the entire contemplated term principal of the Notes, Obligations (including the period of any renewal or extension thereof) so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in thereon for such full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided exceed the maximum amount permitted by any Laws for contracting forApplicable Law. This Section shall control all agreements between or among the Borrower, chargingthe Guarantors, takingif any, reserving or receiving interest in excess of the Maximum Lawful RateLenders and the Agent.

Limitation on Interest. Regardless of any provision contained in the Loan PapersDocuments, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.Laws

Limitation on Interest. Regardless of any provision contained in this ---------------------- Mortgage or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Mortgagor shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagor the amount of such excess excess, and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in this Mortgage or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Mortgagor shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagor the amount of such excess and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesRevolving Loan, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesRevolving Loan; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Notwithstanding any other provision of any provision contained in the Loan Papersthis Note, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of this Note or otherwise, shall the interest contracted for, charged or received by Xxxxxx exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in the event if from any Bank such circumstances Lender shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Note or any such excessother document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of Borrower to Lender, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrower. In determining whether or not the interest paid or payable with respect to any indebtedness of Borrower to Lender, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower and Banks Lender shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of the full contemplated term thereof, this paragraph shall control and if the interest received for the actual period supersede every other conflicting provision of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to this Note and all other agreements between Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rateand Lender.

Limitation on Interest. Regardless The Company and you intend to contract in strict compliance with applicable usury laws in effect from time to time. None of any provision contained in the Loan Papersterms and provisions of this Agreement or the Notes shall ever be construed to create a contract to pay, Banks shall never be entitled to receivefor the use, collectforbearance or detention of money, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Ratemaximum amount of interest permitted to be contracted for, charged or received under applicable law in effect from time to time. This Agreement, the Notes and any other agreement between the Company and you, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand for payment or acceleration of maturity or otherwise, shall the event interest contracted for, charged or received by any Bank holder of a Note exceed the maximum amount permissible under applicable law. If for any reason, interest would otherwise be payable to any holder of a Note in excess of the maximum lawful amount, the interest payable to such holder shall be reduced to the maximum amount permitted under applicable law; and if for any reason any holder of a Note shall ever receivesreceive anything of value deemed interest under applicable law in excess of the maximum lawful amount, collects or applies as interest an amount equal to any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal of the indebtedness and treated hereunder as such; and not to the payment of interest, or if such excessive interest exceeds the Revolving Loan is paid in fullunpaid principal balance, any remaining such excess shall promptly be paid refunded to Borrowerthe Company. In determining whether or not the interest paid or payable to any holder of a Note, under any specific contingency contingency, exceeds the Maximum Lawful Ratemaximum amount permitted under applicable law, Borrower the Company (and Banks shall, any other payor) and such holder shall to the greatest extent permitted under applicable Law, law (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term period until payment in full of the Notes, so that principal (including the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds any renewal or extension) in accordance with the Maximum Lawful Rate, Banks shall refund amounts outstanding from time to Borrower time in order to lawfully charge the maximum amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.permitted under applicable law. The term "

Limitation on Interest. Regardless It is the intention of the parties hereto to comply with all applicable usury laws, whether now existing or hereafter enacted. Accordingly, notwithstanding any provision to the contrary in this Agreement, the Notes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrower to the Lenders, in no contingency or event whatsoever, whether by acceleration of the maturity of indebtedness of Borrower to the Lenders or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement, the Notes, the other Loan Documents or of any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrower to the Lenders, at the time performance of such provision contained in shall be due, shall involve transcending the Loan Paperslimit of validity prescribed by law, Banks then, ipso facto, the obligation to be fulfilled shall never be entitled reduced to receivethe limit of such validity, collect, or apply, and if from any such circumstances the Lenders shall ever receive anything of value as interest on or deemed interest by applicable law under this Agreement, the Revolving LoanNotes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Obligations of Borrower to the Lenders or otherwise an amount in excess of that would exceed the highest lawful amount (the "Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess"), such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing in connection with this Agreement or on account of any other indebtedness of Borrower to the Lenders, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal owing in connection with this Agreement and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrower. In determining whether or not the interest paid or payable with respect to indebtedness of Borrower to the Lenders, under any specific contingency contingency, exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent maximum nonusurious rate permitted under applicable Lawlaw, the Lenders may, at their option (a) characterize any non-non- principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated full term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedObligations, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by law. Notwithstanding the foregoing, if for any period of time interest on any Obligations is calculated at the full contemplated term thereofMaximum Rate rather than the applicable rate under this Agreement, and if the interest received for the actual period of existence thereof exceeds thereafter such applicable rate becomes less than the Maximum Lawful Rate, Banks the rate of interest payable on such Obligations shall refund to Borrower remain at the Maximum Rate until each Lender shall have received the amount of interest which such excess and, in Lender would have received during such event, Banks shall period on such Obligations had the rate of interest not be subject been limited to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful RateRate during such period.

Limitation on Interest. Regardless of any provision contained in this ---------------------- Mortgage or any of the Loan PapersCredit Agreements, Banks Mortgagee shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Mortgagee ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is Loans are paid in full, any remaining excess shall promptly be paid to BorrowerMortgagors. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks Mortgagors shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof effect thereof, and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the NotesNote, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the NotesNote; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks Mortgagee shall refund to Borrower Mortgagors the amount of such excess excess, and, in such event, Banks Mortgagee shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless All agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid to Lender for the use, forbearance, or detention of the money to be loaned under the Note or otherwise or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to the Loan exceed the Maximum Rate (as defined in the Note). If from any circumstances whatsoever fulfillment of any provision contained in hereof or any of such other agreements shall cause the Loan Papers, Banks shall never be entitled amount paid to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of exceed the Maximum Lawful Rate, then ipso facto, the amount paid to Lender shall be reduced to the Maximum Rate, and in the event any Bank ever receives, collects or applies as interest if from any such excesscircumstances the Lender shall ever receive interest or anything which might be deemed interest under applicable law which exceeds the Maximum Rate, such amount which would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal of the Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and treated hereunder as such; and if of the Revolving Loan is paid in full, any remaining Note such excess shall promptly be refunded to Borrower. All sums paid or agreed to be paid to Borrower. In determining whether Lender for the use forbearance or not detention of the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, indebtedness of Borrower and Banks to Lender shall, to the extent permitted under by applicable Lawlaw, (ai) characterize any non-principal be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness does not exceed the Maximum Rate now or as an expensehereafter amended, fee throughout the term thereof, (ii) be characterized as a fee, expense or premium rather other charge other than as interest, and/or (biii) exclude any voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess . The terms and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision contained in this Agreement or in the other Loan Papers, Banks no Bank shall never be entitled to receive, collect, or apply, as interest on the Revolving LoanLoans, any amount in excess of the Maximum Lawful Rate, and in the event any Bank ever receives, collects or applies as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to BorrowerDebtor. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower Debtor, Secured Party and Banks each Bank shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than 104 as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, the Banks shall refund to Borrower Debtor the amount of such excess and, in such event, Banks neither Secured Party nor any Bank shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless of any provision ---------------------- contained in the Loan Papers, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loan, any amount in excess of the Maximum Lawful Rate, and in the event any Bank Banks ever receivesreceive, collects collect or applies apply as interest any such excess, such amount which would be deemed excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and if the Revolving Loan is paid in full, any remaining excess shall promptly be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Lawful Rate, Borrower and Banks shall, to the extent permitted under applicable Lawlaw, (a) characterize any non-principal nonprincipal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of the interest throughout the entire contemplated term of the applicable Notes, so that the interest rate is the Maximum Lawful Rate throughout the entire term of the Notes; provided, however, that if the unpaid -------- ------- principal balance thereof is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rate.

Limitation on Interest. Regardless Notwithstanding any other ---------------------- provision of this Agreement or any provision contained in the Loan Papersother Document, Banks shall never be entitled to receive, collect, or apply, as interest on the Revolving Loanindebtedness contemplated by the Documents is expressly limited so that in no contingency or event whatsoever, any amount in excess whether by acceleration of the Maximum Lawful Ratematurity of such indebtedness or otherwise, shall the interest contracted for, charged or received by any Purchaser or any Holder exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Agreement or of any other document evidencing, securing or pertaining to the indebtedness contemplated hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and in the event if from any Bank such circumstances any Purchaser or any Holder shall ever receives, collects or applies receive anything of value as interest or deemed interest by applicable law under this Agreement or any such excessother document evidencing, securing or pertaining to the indebtedness contemplated hereby or otherwise an amount that would exceed the highest lawful rate, such amount which that would be deemed excessive interest shall be deemed a partial prepayment applied to the reduction of the principal amount owing under this Agreement or on account of any other indebtedness of the Company to such Purchaser or such Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Notes and treated hereunder as such; and if the Revolving Loan is paid in fullsuch other indebtedness, any remaining such excess shall promptly be paid refunded to Borrowerthe Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to such Purchaser or such Holder, under any specific contingency contingency, exceeds the Maximum Lawful Ratehighest lawful rate, Borrower the Company and Banks such Purchaser or such Holder shall, to the maximum extent permitted under by applicable Lawlaw, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof and thereof, (c) amortize, prorate, allocate and spread, in equal parts, spread the total amount of the interest throughout the entire contemplated term of the Notes, such indebtedness so that the actual rate of interest rate is on account of such indebtedness does not exceed the Maximum Lawful Rate throughout the entire term maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the Notes; providedsuch indebtedness, however, that if the unpaid principal balance thereof is paid and performed in full prior to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Agreement and the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Lawful Rate, Banks shall refund to Borrower the amount of such excess and, in such event, Banks shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Lawful Rateother Documents.