Common use of Limitation on Interest Clause in Contracts

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Lower Lakes shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.5(f) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Loan Parties shall be contracted forentitled, charged by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.13(j) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Loan Parties shall be contracted forentitled, charged by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.13(j) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Second Amendment Effective Date to the Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Credit Documents would obligate Company or any other Credit Party to make any payment of interest or other amount payable to any Agent or any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.8, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if an Agent or Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Company shall be contracted forentitled, charged by notice in writing to such Agent or received under applicable federal such Lender, to obtain reimbursement from such Agent or state law (such maximum rate being herein called the "Highest Lawful Rate")Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Company. If the effective Any amount or rate of interest that would otherwise referred to in this Section 2.23 shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with GAAP as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Term Loan Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Loan Parties shall be contracted forentitled, charged by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.13(j) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Amendment Effective Date to the Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Lower Lakes shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Lower Lakes. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.5(f) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Closing Date to the Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding It is the intention of the parties hereto that the Company, the Lender and each other holder shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to any holder under laws applicable to it, then, in that event, notwithstanding anything to the contrary in this Note or any other Loan Document or any agreement entered into in connection with or as security for this Note, it is agreed as follows: (i) the aggregate of all consideration that constitutes interest under law applicable to the contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate holder that may be is contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Ratetaken, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted forreserved, charged or received by the Holder holder under this Note or any other Loan Document or agreements or otherwise in connection with this Note shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by the holder on the principal amount of the Note (or, to the extent that are made the principal amount of the Note shall have been or would thereby be paid in full, refunded by the holder to the Company); and (ii) in the event that the maturity of this Note is accelerated by reason of any Event of Default under this Note or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the holder may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Note or otherwise shall be canceled automatically by the holder as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the holder on the principal amount of the Note (or, to the extent that the principal amount of the Note shall have been or would thereby be paid in full, refunded by the holder to the Company). All sums paid or agreed to be paid to the holder for the purpose use, forbearance or detention of determining whether such rate exceeds the Highest Lawful Rate shall be madesums due hereunder shall, to the extent permitted by law applicable usury laws (now to the holder, be amortized, prorated, allocated and spread throughout the full term of the Note until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions account of the foregoing sentence, and (ii) in respect of any subsequent interest computation period Note does not exceed the maximum amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of allowed by such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceapplicable law.

Limitation on Interest. Notwithstanding anything in this It is expressly stipulated and agreed to be the intent of Borrowers and Lender at all times to comply with the applicable Texas law governing the maximum rate or amount of interest payable on the Note or the Indebtedness (or applicable United States Federal law to the contraryextent that it permits Lender to contract for, Buyer shall never be required charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to pay unearned interest on render usurious any amount outstanding hereundercalled for under the Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the Indebtedness, or Lender’s exercise of the option to accelerate the maturity of the Note, or any prepayment by Borrowers results in Borrowers having paid or Lender having received any interest in excess of that permitted by applicable law, then it is Borrowers’ and shall never Lender’s express intent that all excess amounts theretofore collected by Lender be required to pay interest credited on the principal balance of the Note and all other Indebtedness (or, if the Note and all other Indebtedness have been or would thereby be paid in full, refunded to Borrowers), and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount outstanding hereunderotherwise called for hereunder and thereunder; provided, at a rate however, if the Note has been paid in full before the end of the stated term of the Note, then Borrowers and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrowers that interest was received in an amount in excess of the maximum nonusurious Maximum Rate either refund such excess interest rate to Borrowers or credit such excess interest against any other Indebtedness then owing by Borrowers to Lender. Borrowers hereby agree that may be contracted foras a condition precedent to any claim seeking usury penalties against Lender, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful RateBorrowers will provide written notice to Lender, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate advising Lender in excess reasonable detail of the Highest Lawful Rate, then (a) the nature and amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable lawviolation, and Lender shall have sixty (b60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrowers or crediting such excess interest against any unearned interest paid other indebtedness then owing by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded Borrowers to BuyerLender. Without limitation of the foregoing, all calculations of the rate of interest All sums contracted for, charged or received by the Holder under this Note that are made Lender for the purpose use, forbearance or detention of determining whether such rate exceeds the Highest Lawful Rate shall be madeIndebtedness shall, to the extent permitted by applicable usury laws law, be amortized or spread, using the actuarial method, throughout the stated term of the Indebtedness until payment in full so that the rate or amount of interest on account of the Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to the Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain loan accounts and revolving triparty accounts) apply to the Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. To the extent that Lender is relying on Chapter 303 of the Texas Finance Code, as amended, of the Revised Civil Statutes of Texas to determine the Maximum Rate payable on the Indebtedness, Lender will utilize the weekly ceiling from time to time in effect as provided in Chapter 303, as amended. To the extent United States Federal law permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, Lender will rely on United States Federal law instead of such Chapter 303, as amended, for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by applicable law now or hereafter enacted)in effect, by amortizingLender may, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time its option and from time to time (i) time, implement any other method of computing the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Maximum Rate pursuant to the provisions under such Chapter 303 of the foregoing sentenceFinance Code, as amended, or under other applicable law by giving notice, if required, to Borrowers as provided by applicable law now or hereafter in effect. Borrowers and Lender hereby agree that any and all suits alleging the contracting for, charging or receiving of usurious interest shall lie in Dallas County, Texas, and (ii) each irrevocably waive the right to venue in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceother county.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Loan Parties shall be contracted forentitled, charged by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.13(j) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Second Amendment and Restatement Effective Date to the Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in this Note Lender Parties, Restricted Persons and any other parties to the contraryCanadian Loan Documents intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Canadian Loan Documents shall ever be construed to create a contract to pay, Buyer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effect. Neither any Restricted Person nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall never ever be required to pay liable for unearned interest on any amount outstanding hereunder, and thereon or shall never ever be required to pay interest on the principal amount outstanding hereunder, at a rate thereon in excess of the maximum nonusurious interest rate amount that may be contracted for, lawfully charged or received under applicable federal Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Canadian Loan Documents which may be in conflict or state law (such maximum rate being herein called the "Highest Lawful Rate")apparent conflict herewith. If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, Lender Parties expressly disavow any intention to charge or the Holder shall receive any collect excessive unearned interest or shall receive monies that are deemed finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest that would increase the effective rate of interest payable by Buyer under this Note are determined to a rate be in excess of the Highest Lawful Ratelegal maximum, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender's or holder's option, promptly returned to Canadian Borrowers or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, Lender Parties and Restricted Persons (aand any other payors thereof) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by greatest extent permitted under applicable lawLaw, and in accordance with generally accepted actuarial practices and principles, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (biii) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoingamortize, all calculations of the rate of interest contracted forprorate, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentenceallocate, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until spread the total amount of interest payable throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the Holder shall equal maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully charge the total maximum amount of interest that would have been permitted under applicable Law. In no event shall the aggregate "interest" (as defined in section 347 of the Criminal Code (Canada)) payable to under the Holder if Canadian Loan Documents exceed the total amount maximum effective annual rate of interest had been computed without giving effect on the "credit advanced" (as defined in that section) permitted under that section and, if any payment, collection or demand pursuant to this Agreement in respect of "interest" (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of Canadian Borrowers, Canadian Agent and Lenders and the foregoing sentenceamount of such excess payment or collection shall be refunded to Canadian Borrowers. For purposes of the Canadian Loan Documents, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term applicable to the Canadian Obligations on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Canadian Agent shall be prima facie evidence, for the purposes of such determination.

Limitation on Interest. Notwithstanding anything in this Note It is the intention of the parties hereto to conform strictly to applicable usury Legal Requirements. Accordingly, all agreements between Xxxxxxxx, on one hand, and Agent and the Lenders, on the other hand, with respect to the contraryLoan are hereby expressly limited so that in no event, Buyer whether by reason of acceleration of maturity or otherwise, shall never the amount paid or agreed to be required paid to pay unearned interest on any amount outstanding hereunderAgent or the Lenders or charged by Agent or the Lenders for the use, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum nonusurious amount allowed by Legal Requirements. If the Loan would be usurious under applicable Legal Requirements (including the Legal Requirements of the State and the U.S.), then, notwithstanding anything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest rate under applicable Legal Requirements that may be is contracted for, taken, reserved, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable Loan Documents shall under this Note would no circumstances exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the maximum amount of interest that would otherwise be payable allowed by Buyer under this Note applicable Legal Requirements , and any excess shall be reduced credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Agent, or in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable lawLegal Requirements. In such case, and (b) any unearned interest paid by Buyer excess interest, if any, provided for in the Loan Documents or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeotherwise, to the extent permitted by applicable usury laws (now or hereafter enacted)Legal Requirements, by amortizingshall be amortized, prorating prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest is uniform through the term hereof. If such amortization, proration, allocation and spreading in equal parts during is not permitted under applicable Legal Requirements, then such excess interest shall be canceled automatically as of the actual period during which any amount date of such acceleration or prepayment and, if previously paid, shall be credited on the Note (or, if the Note has been outstanding hereunder all interest at any time contracted forpaid in full, charged or received refunded to Borrower). 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 Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions Legal Requirements of the foregoing sentenceState of New York, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to New York’s principles of conflicts of laws, except that if at any time U.S. federal Legal Requirements permit Agent or the provisions Lenders to contract for, take, reserve, charge or receive a higher rate of interest than is allowed by the Legal Requirements of the foregoing sentenceState of New York (whether such U.S. federal Legal Requirements directly so provide or refer to the Legal Requirements of any state), then such U.S. federal Legal Requirements shall to such extent govern as to the rate of interest which Agent or the Lenders may contract for, take, reserve, charge or receive under the Loan Documents.

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer shall Victxx xxxll never be required to pay 287 unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that which would increase the effective rate of interest payable by Buyer under Victxx xxxer this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that which would otherwise be payable by Buyer under Victxx xxxer this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or Victxx xx any interest paid by Buyer in Victxx xx excess of the Highest Lawful Rate shall be refunded to BuyerVictxx. Without Xxthout limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in Victxx xx connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Loan Parties shall be contracted forentitled, charged by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.13 shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything [If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Loan Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 2.6, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), such Borrower shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to such Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.6(d) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the Term Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Funding Date to the Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.]

Limitation on Interest. Notwithstanding anything 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 Note Agreement, the Notes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the contraryDIP Obligations of Borrowers to the DIP Lenders, Buyer shall never be required to pay unearned interest on any amount outstanding hereunderin no contingency or event whatsoever, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess whether by acceleration of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate maturity of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate indebtedness of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced Borrowers to the amount allowed by applicable lawDIP Lenders or otherwise, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of shall the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder DIP 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 DIP Obligations of Borrowers to the DIP Lenders, 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 if from any such circumstances the DIP Lenders shall ever receive anything of value as interest or deemed interest by applicable law under this Note Agreement, the Notes, the other Loan Documents or any other document evidencing, securing, guaranteeing or otherwise pertaining to the DIP Obligations of Borrowers to the DIP Lenders or otherwise an amount that are made for would exceed the purpose highest lawful amount (the "Maximum Rate"), such amount that would be excessive interest shall be 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 DIP 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 such other indebtedness, such excess shall be refunded to Borrowers. In determining whether such rate or not the interest paid or payable with respect to indebtedness of Borrowers to the DIP Lenders, under any specific contingency, exceeds the Highest Lawful Rate shall be mademaximum nonusurious rate permitted under applicable law, to the extent permitted by applicable usury laws DIP Lenders may, at their option (now a) characterize any non-principal payment as an expense, fee or hereafter enacted)premium rather than as interest, by amortizing(b) exclude voluntary prepayments and the effects thereof, prorating (c) amortize, prorate, allocate and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until spread the total amount of interest payable throughout the full term of such indebtedness so that the actual rate of interest on account of such indebtedness does not exceed the maximum amount permitted by applicable law, and/or (d) allocate interest between portions of the DIP Obligations, to the Holder end that no such portion shall equal bear interest at a rate greater than that permitted by law. Notwithstanding the total foregoing, if for any period of time interest on any DIP Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on such DIP Obligations shall remain at the Maximum Rate until each DIP Lender shall have received the amount of interest that which such DIP Lender would have received during such period on such DIP Obligations had the rate of interest not been payable limited to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceMaximum Rate during such period.

Limitation on Interest. Notwithstanding anything in this Trustor agrees that the effective rate of interest under the Note is equal to the contraryrate provided for in the Note together with all other payments of, Buyer shall never or in the nature of, interest to be required made to pay unearned Lender under the Loan Documents. If under any circumstances whatsoever, interest on any amount outstanding hereunder, and shall never hereunder would otherwise be required to pay interest on the principal amount outstanding hereunder, payable at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received permitted under applicable federal or state law (such maximum rate being herein called law, then, the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the maximum amount allowed by permitted under applicable law, and (b) if under any unearned circumstance the Lender shall ever receive anything of value deemed interest paid by Buyer applicable law which would exceed interest at the highest lawful rate, an amount equal to any excessive interest shall be applied to the reduction of the principal amount owing under the Loan Documents and any other Obligations and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal under the Loan Documents or any interest paid by Buyer other Obligations, such excess shall be refunded. In the event and only in excess the event that the applicable law as to the enforcement of this Deed of Trust or any other Loan Documents is held to be the law of the Highest Lawful Rate shall State of Arizona, all loan origination, standby, commitment and other fees, including attorneys’ fees and any commissions or fees paid or to be refunded paid to Buyer. Without limitation brokers, prepayment premiums, additional interest, charges, points, goods, things in action or any other sums or things of value, including any compensating balance requirements or other contractual obligations (collectively referred to as the “Additional Sums”) paid or payable by Borrower, whether pursuant to the Loan Documents or otherwise with respect to the indebtedness secured hereby, or with respect to this Deed of Trust or any other Loan Documents, that under the laws of the foregoingState of Arizona may be deemed to be interest with respect to the indebtedness secured hereby shall, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds any laws of the Highest Lawful Rate shall be made, to State of Arizona that may limit the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the maximum amount of interest payable to be charged with respect to the Holder on any date indebtedness secured hereby, be payable by Borrower as, and shall be computed at deemed to be, additional interest for such purposes only, and Trustor agrees that the Highest Lawful Rate pursuant to contracted for rate of interest shall be the provisions sum of the foregoing sentenceinterest rate set forth in the Loan Documents or any applicable default rate, and (ii) in respect of any subsequent as applicable, plus the interest computation period rate resulting from the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.Additional Sums being considered interest

Limitation on Interest. Notwithstanding anything in No provision of this Agreement, any of the Loan Documents, or any instrument evidencing or securing the Note or the Bridge Note, or otherwise relating to the contraryindebtedness evidenced by the Loan Documents, Buyer shall never be required to pay unearned require the payment or permit the collection, application or receipt of interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious rate permitted by applicable state or federal law. If any excess of interest rate that may be contracted in such respect is herein or in any such other instrument provided for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed be adjudicated to constitute be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, and neither Borrower nor any Guarantors nor their respective heirs, personal representatives, successors or assigns shall be obligated to pay the amount of such interest that would increase to the effective rate of interest payable by Buyer under this Note to a rate extent it is in excess of the Highest Lawful Rateamount permitted by applicable law. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with the usury and other laws relating to the Loan Documents and any subsequent revisions, repeals or judicial interpretations thereof, to the extent applicable to the Loan Documents. In the event Lender ever receives, collects or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Note or the Bridge Note, as applicable, and, if upon such application the principal balance of the Note or the Bridge Note, as applicable are paid in full, any remaining excess shall be paid forthwith to Borrower and the provisions of the 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 (a) 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 rate of interest that would otherwise allowed to be payable by Buyer under this Note shall be reduced to the amount allowed charged by applicable law, Borrower and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeLender shall, to the maximum extent permitted by under applicable usury laws (now or hereafter enacted)law, by amortizingamortize, prorating prorate, allocate and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until spread the total amount of interest payable throughout the entire term of the respective Loan so that the amount or rate of interest charged for any and all periods of time during the term of the Loan is to the Holder greatest extent possible less than the maximum amount or rate of interest allowed to be charged by law during the relevant period of time. Notwithstanding any of the foregoing, if at any time applicable laws shall equal the total be changed so as to permit a higher rate or amount of interest to be charged than that would have been payable permitted prior to such change, then unless prohibited by law, references in the Holder if Note to "applicable law" for purposes of determining the total amount maximum interest or rate of interest had been computed without giving effect that can be charged shall be deemed to refer to such applicable law as so amended to allow the provisions greater amount or rate of the foregoing sentenceinterest.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Credit Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Credit Parties shall be contracted forentitled, charged by notice in writing to the Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.3 shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Credit remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the applicable maturity date, and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive absent manifest error for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in this Note NOTWITHSTANDING ANY OTHER PROVISION ---------------------- HEREOF, IN NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGES) PAYABLE, CONTRACTED FOR, CHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THE NOTES OR ANY OTHER LOAN DOCUMENT, FROM TIME TO TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY, SPECIFIED BY APPLICABLE LAW. If from any circumstance whatsoever, fulfillment of any provision hereof or of such other Loan Documents or other documents or obligations at the time performance of such provision shall be due, shall involve transcending the limit of validity proscribed by law, then, ipso facto, the obligation to be fulfilled shall be ---- ----- reduced to the contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunderlimit of such validity, and if from any such circumstance Secured Party shall never ever receive an amount deemed interest by applicable law which shall exceed the highest lawful rate, such amount which would be required excessive interest shall be applied to pay interest on the reduction of the principal amount outstanding hereunder, at a rate in excess owing Thereunder or on account of any other principal indebtedness of the maximum nonusurious interest rate that may be contracted forBorrower to Secured Party, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate and not to payment of interest that would otherwise be payable under this Note would exceed or if such excessive interest exceeds the Highest Lawful Rateunpaid balance of such principal amount and such other indebtedness, or the Holder shall receive any unearned if Secured Party is prohibited by applicable law from applying such excessive interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the reduction of such principal amount allowed by applicable lawor on account of any other indebtedness, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in the excess of the Highest Lawful Rate shall be refunded to BuyerBorrower. Without limitation All sums paid or agreed to be paid by the Borrower for the use, forbearance or detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeBorrower to Secured Party shall, to the extent permitted by applicable usury laws (now or hereafter enacted)law, by amortizingbe amortized, prorating prorated, allocated and spreading spread throughout the full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount rate of interest payable to on account of such indebtedness is uniform though the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the foregoing sentence, Borrower and (ii) in respect Secured Party and all obligations of any subsequent interest computation period the amount of interest otherwise payable Borrower to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceSecured Party.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate the Borrowers or any other Loan Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.13(j), and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Borrowers shall be contracted forentitled, charged by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.13(j) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in this Note to the ---------------------- contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious non-usurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all aid interest at any time contracted for, charged or received by the Holder ALS in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Loan Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 2.9, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), such Borrower shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to such Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.9(d) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Revolving Credit Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in this Note Agreement or the other Loan Documents to the contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunderall agreements between or among the Borrower, the Guarantors, the Approved JVs, the Lenders and shall never be required to pay interest on the principal amount outstanding hereunderAgent, at a rate whether now existing or hereafter arising and whether written or oral, are hereby limited so that in excess no contingency, whether by reason of acceleration of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate maturity of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful RateObligations or otherwise, then (a) shall the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder Lenders exceed the maximum amount permissible under this Note that are made for Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the purpose Lenders in excess of determining whether the maximum 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 maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest 77 or, if such rate excessive interest exceeds the Highest Lawful Rate unpaid balance of principal of the Obligations, such excess shall be maderefunded to the Borrower. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable usury laws Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations (now including the period of any renewal or hereafter enacted)extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in §2.6. Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, arrangement fees, amendment fees, extension fees, up front fees, commitment fees, facility fees, closing fees, letter of credit fees, underwriting fees, prepayment fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Agent or any Lender to third parties or for damages incurred by the Agent or any Lender, or any other similar amounts are charges made to compensate the Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by amortizingthe Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. Borrower hereby acknowledges and agrees that the Lenders have imposed no minimum borrowing requirements, prorating and spreading reserve or escrow balances or compensating balances related in equal parts during any way to the actual period during which Obligations. Any use by the Borrower of certificates of deposit issued by any amount Lender or other accounts maintained with any Lender has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at voluntary on the Highest Lawful Rate pursuant to the provisions part of the foregoing sentenceBorrower. All charges other than charges for the use of money shall be fully earned and nonrefundable when due. This §4.13 shall control all agreements between or among the Borrower, the Guarantors, the Approved JVs, the Lenders and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceAgent.

Limitation on Interest. Notwithstanding anything Each provision in this Note Agreement and each other Loan Document is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, by the contraryBorrower for the use, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess forbearance or detention of the maximum nonusurious interest rate money to be loaned under this Agreement or any other Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If amount of money which would cause the effective rate of interest that would otherwise be payable under this Note would to exceed the Highest Lawful Rate, and all amounts owed under this Agreement and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the Holder use, forbearance or detention of money under this Agreement or such Loan Document shall receive any unearned interest or shall receive monies in no event exceed that are deemed to constitute interest that amount of money which would increase cause the effective rate of interest payable by Buyer under this Note to a rate in excess of exceed the Highest Lawful Rate, then (a) . To the amount of interest extent that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate applicable to a Bank is at any time determined by Texas law, such rate shall be refunded to Buyer. Without limitation the "indicated rate ceiling" described in Section (a)(1) of Article 1.04 of Chapter 1, Subtitle 1, Title 79, of the foregoingRevised Civil Statutes of Texas, all calculations of the rate of interest contracted for1925, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeas amended; provided, to the extent permitted by such Article, the Banks from time to time by notice from the Agent to Borrower may revise the aforesaid election of such interest rate ceiling as such ceiling affects the then-current or future balances of the Loans outstanding under the Notes. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, if the maturity of the Notes or the obligations in respect of the other Loan Documents are accelerated for any reason, or in the event of prepayment of all or any portion of the Notes or the obligations in respect of the other Loan Documents by the Borrower or in any other event, earned interest on the Loans and such other obligations of the Borrower may never exceed the maximum amount permitted by applicable usury laws (now law, and any unearned interest otherwise payable under the Notes or hereafter enacted)the obligations in respect of the other Loan Documents that is in excess of the maximum amount permitted by applicable law shall be cancelled automatically as of the date of such acceleration or prepayment or other such event and, if theretofore paid, shall be credited on the principal of the Notes or, if the principal of the Notes has been paid in full, held as collateral for any contingent or unmatured obligation of the Borrower, or, if there are no contingent or unmatured obligations of the Borrower then outstanding, refunded to the Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Borrower and the Banks shall, to the maximum extent permitted by amortizingapplicable law, prorating amortize, prorate, allocate and spreading spread, in equal parts during the period of the actual period during which any amount has been outstanding hereunder term of this Agreement, all interest at any time contracted for, charged charged, received or received by the Holder reserved in connection herewithwith this Agreement. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions Chapter 15, Subtitle 3, Title 79, of the foregoing sentenceRevised Civil Statutes of Texas, 1925, as amended (relating to revolving loans and (ii) in respect of any subsequent interest computation period revolving triparty accounts), shall not apply to this Agreement or the amount of interest otherwise payable to Notes or the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencetransactions contemplated hereby.

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer [NAME OF PURCHASER] shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive 242 monies that are deemed to constitute interest that which would increase the effective rate of interest payable by Buyer [NAME OF PURCHASER] under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that which would otherwise be payable by Buyer [NAME OF PURCHASER] under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer [NAME OF PURCHASER] or any interest paid by Buyer [NAME OF PURCHASER] in excess of the Highest Lawful Rate shall be refunded to Buyer[NAME OF PURCHASER]. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder [NAME OF PURCHASER] in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything in this Note It is expressly stipulated and agreed to be the intent of the Obligors and the holders of Notes at all times to comply strictly with the applicable state law governing the maximum rate or amount of interest payable on the Debt evidenced by the Notes (or the applicable federal law to the contraryextent that it permits the holders of Notes to contract for, Buyer shall never be required charge, take, reserve or receive a greater amount of interest than under the applicable state law). If the applicable law is ever judicially interpreted so as to pay unearned interest on render usurious any amount outstanding hereunder(a) contracted for, charged, taken, reserved or received pursuant to this Agreement or the Notes or any other communication or writing by or between any Obligor and shall never be required any holder of Notes related to pay interest on the principal amount outstanding hereundertransaction or transactions that are the subject matter of this Agreement, at a rate (b) contracted for, charged, taken, reserved or received by reason of any holder of Notes exercise of the option to accelerate the maturity of its Notes, or (c) the Obligors will have paid, or any holder of Notes will have received, by reason of any voluntary prepayment of the Notes, then it is the Obligors’ and the holders of Notes express intent that all amounts charged in excess of the maximum nonusurious interest rate that may Maximum Lawful Rate shall be contracted forautomatically canceled, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rateab initio, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate and all amounts in excess of the Highest Maximum Lawful Rate, then (a) the amount Rate theretofore collected by any holder of interest that would otherwise be payable by Buyer under this Note Notes shall be reduced credited on the principal balance of its Notes (or, if its Notes have been or would thereby be paid in full, refunded to the amount allowed by Obligors), and the provisions of this Agreement and the Notes shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and (b) any unearned thereunder; provided, however, if such holder’s Notes have been paid in full before the end of the stated term thereof, then the Obligors and such holder agree that the Obligors shall, with reasonable promptness after such holder discovers or is advised by the Obligors that interest paid by Buyer or any interest paid by Buyer was received in an amount in excess of the Highest Maximum Lawful Rate shall be refunded Rate, either refund such excess interest to Buyer. Without limitation the Obligors and/or credit such excess interest against its Notes then owing by the Obligors to such holder The Obligors hereby agree that as a condition precedent to any claim seeking usury penalties against any holder of Notes, the Obligors will provide written notice to such holder, advising such holder in reasonable detail of the foregoing, all calculations nature and amount of the rate violation, and such holder shall have 60 days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to the Obligors or crediting such excess interest against its Notes then owing by the Obligors to such holder. All sums contracted for, charged charged, taken, reserved or received by the Holder under this Note that are made any holder of Notes for the purpose use, forbearance or detention of determining whether such rate exceeds the Highest Lawful Rate shall be madeany Debt evidenced by its Notes shall, to the extent permitted by applicable usury laws law, be amortized or spread, using the actuarial method, throughout the stated term of its Notes (now including any and all renewal and extension periods) until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during amount of interest on account of its Notes does not exceed the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and Maximum Lawful Rate from time to time (i) the amount of interest payable in effect and applicable to the Holder on any date its Notes for so long as such Debt is outstanding. In no event shall be computed at the Highest Lawful Rate pursuant to the provisions of any applicable state law which regulates consumer revolving credit loan accounts and revolving triparty accounts (e.g., Chapter 346 of the foregoing sentenceTexas Finance Code) apply to this Agreement or the Notes. Notwithstanding anything to the contrary contained herein or in the Notes, and (ii) in respect it is not the intention of the holders of the Notes to accelerate the maturity of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed that has not accrued at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect time of such subsequent acceleration or to collect unearned interest computation period shall continue to be computed at the Highest Lawful Rate until time of such acceleration. As used in this Section 22, the total amount of interest payable to following terms shall have the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.following meanings:

Limitation on Interest. Notwithstanding anything in this Note Lender Parties, Restricted Persons and any other parties to the contraryCanadian Loan Documents intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Canadian Loan Documents shall ever be construed to create a contract to pay, Buyer for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable Law from time to time in effect. Neither any Restricted Person nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall never ever be required to pay liable for unearned interest on any amount outstanding hereunder, and thereon or shall never ever be required to pay interest on the principal amount outstanding hereunder, at a rate thereon in excess of the maximum nonusurious interest rate amount that may be contracted for, lawfully charged or received under applicable federal Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Canadian Loan Documents which may be in conflict or state law (such maximum rate being herein called the "Highest Lawful Rate")apparent conflict herewith. If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, Lender Parties expressly disavow any intention to charge or the Holder shall receive any collect excessive unearned interest or shall receive monies that are deemed finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest that would increase the effective rate of interest payable by Buyer under this Note are determined to a rate be in excess of the Highest Lawful Ratelegal maximum, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender's or holder's option, promptly returned to Canadian Borrowers or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable Law, Lender Parties and Restricted Persons (aand any other payors thereof) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by greatest extent permitted under applicable lawLaw, and in accordance with generally accepted actuarial practices and principles, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (biii) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoingamortize, all calculations of the rate of interest contracted forprorate, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentenceallocate, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until spread the total amount of interest payable throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the Holder shall equal maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully charge the total maximum amount of interest that would have been permitted under applicable Law. In no event shall the aggregate "interest" (as defined in section 347 of the Criminal Code (Canada)) payable to under the Holder if Canadian Loan Documents exceed the total amount maximum effective annual rate of interest had been computed without giving effect on the "credit advanced" (as defined in that section) permitted under that section and, if any payment, collection or demand pursuant to the provisions of the foregoing sentence.this Agreement in

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate Borrower to make any payment of interest or other amount payable to Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Borrower shall be contracted forentitled, charged by notice in writing to Lender, to obtain reimbursement from Lender in an amount equal to such excess and, pending such reimbursements, such amount shall be deemed to be an amount payable by Lender to Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.5(e) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the Revolving Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Lender shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in this Note to the contraryNOTWITHSTANDING ANY OTHER PROVISION HEREOF, Buyer shall never be required to pay unearned interest on any amount outstanding hereunderIN ---------------------- NO EVENT SHALL THE AMOUNT OR RATE OF INTEREST (INCLUDING TO THE EXTENT APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGES) PAYABLE, and shall never be required to pay interest on the principal amount outstanding hereunderCONTRACTED FOR, at a rate in excess of the maximum nonusurious interest rate that may be contracted forCHARGED OR RECEIVED UNDER OR IN CONNECTION WITH THIS NOTE, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate")FROM TIME TO TIME OR FOR WHATEVER REASON, EXCEED THE MAXIMUM RATE OR AMOUNT, IF ANY, SPECIFIED BY APPLICABLE LAW. If from any circumstance whatsoever fulfillment of any provision hereof or of such other Loan Documents or other documents or obligations at the effective rate time performance of interest that would otherwise such provision shall be payable under this Note would exceed due shall involve transcending the Highest Lawful Ratelimit of validity prescribed by law, or then, ipso facto, the Holder shall receive any unearned interest or shall receive monies that are deemed ---- ----- obligation to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note fulfilled shall be reduced to the limit of such validity, and if from any such circumstance CSFC shall ever receive an amount allowed deemed interest by applicable lawlaw which shall exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the Principal Amount owing hereunder or on account of any other principal indebtedness of the Borrower to CSFC, and (b) any unearned not to payment of interest paid by Buyer or any if such excessive interest paid by Buyer in excess exceeds the unpaid balance of the Highest Lawful Rate Principal Amount and such other indebtedness, or if CSFC is prohibited by applicable law from applying such excessive interest to the reduction of the Principal Amount or on account of any other indebtedness, the excess shall be refunded to BuyerBorrower. Without limitation All sums paid or agreed to be paid by the Borrower for the use, forbearance or detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeBorrower to CSFC shall, to the extent permitted by applicable usury laws (now or hereafter enacted)law, by amortizingbe amortized prorated, prorating allocated and spreading spread throughout the full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount rate of interest payable to on account of such indebtedness is uniform though the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the term hereof. The terms and provisions of this Section shall control and supersede every other provision of all agreements between the foregoing sentence, Borrower and (ii) in respect CSFC and all obligations of any subsequent interest computation period the amount of interest otherwise payable Borrower to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceCSFC.

Limitation on Interest. Notwithstanding anything ​ If any provision of this Agreement or of any of the other Credit Documents would obligate Company or any other Credit Party to make any payment of interest or other amount payable to any Agent or any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.8, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if an Agent or Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Company shall be contracted forentitled, charged by notice in writing to such Agent or received under applicable federal such Lender, to obtain reimbursement from such Agent or state law (such maximum rate being herein called the "Highest Lawful Rate")Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Company. If the effective Any amount or rate of interest that would otherwise referred to in this Section 2.23 shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with GAAP as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Term Loan Maturity Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.determination. ​

Limitation on Interest. Notwithstanding anything It is expressly stipulated and agreed to be the intent of Borrower, Administrative Agent, the Lenders and Swingline Lender at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in this connection with the Notes, the Competitive Bid Notes, the Swingline Note and the Credit Facility. If the applicable law is ever judicially interpreted so as to the contrary, Buyer shall never be required to pay unearned interest on render usurious any amount outstanding hereundercalled for under the Notes, and shall never be required the Competitive Bid Notes, the Swingline Note, this Agreement or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to pay any of the Notes, the Competitive Bid Notes, the Swingline Note, this Agreement or any other Loan Document, or if acceleration of the maturity of the Notes, any Competitive Bid Note or the Swingline Note, any prepayment by Borrower, or any other circumstance whatsoever, results in any Lender or Swingline Lender having been paid any interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed permitted by applicable law, then it is the express intent of Borrower, Administrative Agent, all the Lenders and Swingline Lender that all excess amounts theretofore collected by Lenders or Swingline Lender be credited on the balance of the Notes (bor, if the Notes have been or would thereby be paid in full, credited to the Competitive Bid Notes, and if the Competitive Bid Notes have been paid in full, refunded to Borrower) or Swingline Note, if applicable, and the provisions of the Notes, any Competitive Bid Notes, the Swingline Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of the Notes, any Competitive Bid Note or the Swingline Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lenders and Swingline Lender, if applicable, do not intend to collect any unearned interest in the event of acceleration. All sums paid by Buyer or any interest agreed to be paid by Buyer in excess to Administrative Agent, the Lenders or Swingline Lender for the use, forbearance or detention of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged indebtedness evidenced hereby or received by the Holder under this Notes, any Competitive Bid Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeor Swingline Note shall, to the extent permitted by applicable usury laws (now law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to on account of such indebtedness does not exceed the Holder on any date shall be computed at the Highest Maximum Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the or maximum amount of interest otherwise payable permitted under applicable law. The term “applicable law” as used herein shall mean the laws of the State which govern this Agreement, or DIDMCA or any other applicable United States federal law to the Holder would be less than the extent that it permits Lenders to contract for, charge, take, reserve or receive a greater amount of interest payable to than under laws of the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the state which govern this Agreement. The provisions of this Section 11.8 shall control all agreements between Borrower, Administrative Agent, the foregoing sentenceLenders or Swingline Lender.

Limitation on Interest. Notwithstanding anything in No provision of this Note Agreement, the Loan Documents, or any instrument evidencing or securing the same, or otherwise relating to the contraryindebtedness evidenced thereby, Buyer shall never be required to pay unearned require the payment or permit the collection, application or receipt of interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious rate permitted by applicable state or federal law. If any excessive interest rate that may be contracted in such respect is herein, or in any such other instrument provided for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies be adjudicated to be so provided for herein or in any such instrument, the provisions of this paragraph shall govern, and that are deemed neither Core FL, Horizons 5 and/or Core SC nor their respective heirs, personal representatives, successors or assigns shall be obligated to constitute pay the amount of such interest that would increase to the effective rate of interest payable by Buyer under this Note to a rate extent it is in excess of the Highest Lawful Rateamount permitted by applicable law. It is expressly stipulated and agreed to be the intent of Core FL, Horizons 5 and/or Core SC and the PSLA at all times to comply with the usury and other laws relating to the Loan Documents, and any subsequent revisions, repeals or judicial interpretations thereof, to the extent applicable to the Loan Documents. In the event the PSLA ever receives, collects or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Loans, and, if upon such application the principal balance of the Loans is paid in full, any remaining excess shall be paid forthwith to Core FL, Horizons 5 and/or Core SC and the provisions of the Loans and the 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 (a) 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 rate of interest that would otherwise allowed to be payable by Buyer under this Note shall be reduced to the amount allowed charged by applicable law, the Core FL, Horizons 5 and/or Core SC and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madePSLA shall, to the maximum extent permitted by under applicable usury laws (now or hereafter enacted)law, by amortizingamortize, prorating prorate, allocate and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until spread the total amount of interest payable throughout the entire term of the Loans so that the amount or rate of interest charged for any and all periods of time during the term of the Loans is to the Holder greatest extent possible less than the maximum amount or rate of interest allowed to be charged by law during the relevant period of time. Notwithstanding any of the foregoing, if at any time applicable laws shall equal the total be changed so as to permit a higher rate or amount of interest to be charged than that would have been payable permitted prior to such change, then unless prohibited by law, references in the Holder if Loan Documents to “applicable law” for purposes of determining the total amount maximum interest or rate of interest had been computed without giving effect that can be charged shall be deemed to refer to such applicable law as so amended to allow the provisions greater amount or rate of the foregoing sentenceinterest.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada) or any equivalent legislation of the United States of America. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada) or any equivalent legislation of the United States of America, Borrowers shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.5(f) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada) or any equivalent legislation of the United States) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute relating to “interest” (as defined in the Criminal Code (Canada) paid or payable by Buyer under this Note to the Cdn. Borrower, a rate in excess certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Borrower shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.2(f) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer shall Victxx xxxll never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate")) . If the effective rate of interest that which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that which would increase the effective rate of interest payable by Buyer under Victxx xxxer this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that which would otherwise be payable by Buyer under Victxx xxxer this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or Victxx xx any interest paid by Buyer in Victxx xx excess of the Highest Lawful Rate shall be refunded to BuyerVictxx. Without Xxthout limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in Victxx xx connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything in No provision of this Note Agreement, the Note, any of the other Loan Documents, or any instrument evidencing or securing the Note, or otherwise relating to the contraryindebtedness evidenced by the Note, Buyer shall never be required to pay unearned require the payment or permit the collection, application or receipt of interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious rate permitted by applicable state or federal law. If any excess of interest rate that may be contracted in such respect is herein or in any such other instrument provided for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed be adjudicated to constitute 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 that would increase to the effective rate of interest payable by Buyer under this Note to a rate extent it is in excess of the Highest Lawful Rateamount 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 4 and the other Loan Documents and any subsequent revisions, repeals or judicial nterpretations thereof, to the extent applicable to the Note or the other Loan Documents. In the event Bank ever receives, collects or applies as interest any such excess, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Note, and, if upon such application the principal balance of the Note is paid in full, any remaining excess shall be paid forthwith to Borrower 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 (a) 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 rate of interest that would otherwise allowed to be payable by Buyer under this Note shall be reduced to the amount allowed charged by applicable law, Borrower and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeBank shall, to the maximum extent permitted by under applicable usury laws (now or hereafter enacted)law, by amortizingamortize, prorating prorate, allocate and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until spread the total amount of interest payable throughout the entire term of the respective Note so that the amount or rate of interest charged for any and all periods of time during the term of the Note is to the Holder greatest extent possible less than the maximum amount or rate of interest allowed to be charged by law during the relevant period of time. Notwithstanding any of the foregoing, if at any time applicable laws shall equal the total be changed so as to permit a higher rate or amount of interest to be charged than that would have been payable permitted prior to such change, then unless prohibited by law, references in the Holder if Note to "applicable law" for purposes of determining the total amount maximum interest or rate of interest had been computed without giving effect that can be charged shall be deemed to refer to such applicable law as so amended to allow the provisions greater amount or rate of the foregoing sentenceinterest.

Limitation on Interest. Notwithstanding anything in this Note The Company and Holder intend to conform strictly to the contraryusury laws in force that apply to this transaction. Accordingly, Buyer shall never be required to pay unearned interest on any amount outstanding hereunderall agreements between the Company and Holder, whether now existing or hereafter arising and shall never be required to pay interest on the principal amount outstanding hereunderwhether written or oral, at a rate are hereby limited so that in excess no contingency, whether by reason of acceleration of the maximum nonusurious indebtedness evidenced by the Note or otherwise, shall the interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies and all other sums that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (abe interest) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Xxxxxx with respect to such indebtedness exceed the maximum rate of interest permitted to be charged under applicable law (the "Maximum Rate"). The Company and the Holder stipulate and represent that, as of the date hereof (the same being the date of the granting of this Warrant to the Holder), the value of this Warrant, as compensation for the use of money, is both contingent (in the sense that the future realization of any value from the exercise of this Warrant is dependent upon the occurrence of events beyond the control of the parties) and speculative (in the sense that the amount, if any, which will be realized upon the exercise of this Warrant is uncertain). The Company and the Holder stipulate and agree that the terms and provisions contained in this Warrant are not intended to and shall never be construed to create a contract to pay for the use, forbearance or detention of money or, if so construed, to pay for the use, forbearance or detention of money in an amount in excess of the Maximum Rate permitted to be charged. Neither the Company nor any other party now or hereafter becoming liable for payment of the Note shall ever be required to pay interest on or with respect to the Note in an amount in excess of the Maximum Rate that lawfully may be charged, and the provisions of this Section shall control over all other provisions of this Agreement and the Note. If the difference between (i) the Fair Market Value (determined as of the date hereof or such other date as required by applicable law) of the Shares, and (ii) the Exercise Price with respect to such Shares, could ever be or is deemed to constitute interest in an amount that, when taken together with the interest otherwise contracted for, charged or received with respect to the Note, would exceed the Maximum Rate, the Exercise Price with respect to the Shares shall automatically be increased by an amount equal to such excess, or if this Warrant has been exercised, the Holder shall, at the option of Holder, either refund to the Company the amount of such excess or credit the amount of such excess against the principal balance of the Notes. All amounts not payable to Holder under this Note that are made for Warrant on account of the purpose of determining whether such rate exceeds the Highest Lawful Rate foregoing limitations shall be maderetained by the Company, provided that, if at a later date prior to the termination of this Warrant, Holder determines that a greater amount could lawfully be paid to it, then the Company shall immediately upon request of Holder, pay to Holder such greater amount up to an amount equal to the aggregate of all amounts that were retained by the Company on account of such limitation on the amount of interest that the Holder could receive on or with respect to any notes under applicable law. All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable usury laws (now or hereafter enacted)law, by amortizingbe amortized, prorating prorated, allocated and spreading spread throughout the full period until payment in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions full of the foregoing sentence, and principal of such indebtedness (ii) in respect including the period of any subsequent renewal or extension thereof) so that the interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of for such subsequent interest computation full period shall continue to be computed at not exceed the Highest Lawful Rate until maximum Rate. The term "applicable law" as used in this Agreement shall mean the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions laws of the foregoing sentenceState of Texas or laws of the United States applicable to transactions in Texas, whichever laws allow the greater rate of interest, as such laws now exist may be changed or amended or come into effect in the future.

Limitation on Interest. Notwithstanding anything Each provision in this Note Agreement and each other Loan Document is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, by the contraryBorrower for the use, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess forbearance or detention of the maximum nonusurious interest rate money to be loaned under this Agreement or any other Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If amount of money which would cause the effective rate of interest that would otherwise be payable under this Note would to exceed the Highest Lawful Rate, and all amounts owed under this Agreement and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the Holder use, forbearance or detention of money under this Agreement or such Loan Document shall receive any unearned interest or shall receive monies in no event exceed that are deemed to constitute interest that amount of money which would increase cause the effective rate of interest payable by Buyer under this Note to a rate in excess of exceed the Highest Lawful Rate, then (a) . To the amount of interest extent that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate applicable to a Bank is at any time determined by Texas law, such rate shall be refunded to Buyer. Without limitation the "indicated rate ceiling" described in Section (a)(1) of Article 1.04 of Chapter 1, Subtitle 1, Title 79, of the foregoingRevised Civil Statutes of Texas, all calculations of the rate of interest contracted for1925, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeas amended; provided, to the extent permitted by such Article, the Banks from time to time by notice from the Agent to Borrower may revise the aforesaid election of such interest rate ceiling as such ceiling affects the then-current or future balances of the Loans outstanding under the Notes. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, if the maturity of the Notes or the obligations in respect of the other Loan Documents are accelerated for any reason, or in the event of prepayment of all or any portion of the Notes or the obligations in respect of the other Loan Documents by the Borrower or in any other event, earned interest on the Loans and such other obligations of the Borrower may never exceed the maximum amount permitted by applicable usury laws (now law, and any unearned interest otherwise payable under the Notes or hereafter enacted)the obligations in respect of the other Loan Documents that is in excess of the maximum amount permitted by applicable law shall be cancelled automatically as of the date of such acceleration or prepayment or other such event and, if theretofore paid, shall be credited on the principal of the Notes or, if the principal of the Notes has been paid in full, held as collateral for any contingent or unmatured obligation of the Borrower, or, if there are no contingent or unmatured obligations of the Borrower then outstanding, refunded to the Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Borrower and the Banks shall, to the maximum extent permitted by amortizingapplicable law, prorating amortize, prorate, allocate and spreading spread, in equal parts during the period of the actual period during which any amount has been outstanding hereunder term of this Agreement, all interest at any time contracted for, charged charged, received or received by the Holder reserved in connection herewithwith this Agreement. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.HOU04:37909.7

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Credit Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Credit Parties shall be contracted forentitled, charged by notice in writing to the Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.3 shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Credit remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro- rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the applicable maturity date, and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive absent manifest error for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything Lender and Borrower intend to comply at all times with 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 this Note to the contraryno contingency, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess whether by reason of demand or acceleration of the maximum nonusurious maturity of the Note or otherwise, shall the interest rate that may be contracted for, charged charged, received, paid or received agreed to be paid to Lender exceed the highest lawful rate permissible under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate")usury laws. If the effective rate If, from any circumstance whatsoever fulfillment of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rateany provision hereof, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful RateNote or of 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, then (a) ipso facto, the amount of interest that would otherwise obligation to be payable by Buyer under this Note fulfilled shall be reduced to the amount allowed limit of such validity; and if from any circumstance Lender shall ever receive anything of value deemed interest by applicable lawlaw which would exceed the highest lawful rate, and (b) any unearned such amount which would be excessive interest paid by Buyer or any interest paid by Buyer in excess shall be applied to the reduction of the Highest Lawful Rate principal of the Loan and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Loan, such excess shall be refunded to BuyerBorrower. Without limitation of the foregoing, all calculations of the rate of All interest contracted for, charged paid or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall agreed to be madepaid to Lender shall, to the extent permitted by applicable usury laws 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 the Loan Documents exceeds the highest lawful rate, 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 an expense, fee, premium or penalty rather than interest. Lender hereby expressly disclaims any intent to contract for, charge or receive interest in an amount which exceeds the highest lawful rate. The provisions of the Note, this Agreement, and all other Loan Documents are hereby modified to the extent necessary to conform with the limitations and provisions of this Section, and this Section shall govern over all other provisions in any document or agreement now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged existing. This Section shall never be superseded or received waived unless there is a written document executed by the Holder in connection herewith. If at any time Lender and from time to time (i) the amount of interest payable to Borrower, expressly declaring the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.usury

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "“Highest Lawful Rate"”). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, foregoing all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding outstanding) hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Credit Documents would obligate Company or any other Credit Party to make any payment of interest or other amount payable to any Agent or any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.8, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if an Agent or Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Company shall be contracted forentitled, charged by notice in writing to such Agent or received under applicable federal such Lender, to obtain reimbursement from such Agent or state law (such maximum rate being herein called the "Highest Lawful Rate")Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender to Company. If the effective Any amount or rate of interest that would otherwise referred to in this Section 2.23 shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with GAAP as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Initial Term Loan Maturity Date or Delayed Draw Term Loan Maturity Date, as applicable, and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under this Section 2.10, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Loan Parties shall be contracted forentitled, charged by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Canadian Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 2.10(g) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Revolving Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) Canadian Institute of Actuaries appointed by the amount of interest that would otherwise be payable by Buyer under this Note Administrative Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in this Note to ---------------------- the contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything It is expressly stipulated and agreed to be the intent of Borrower, Administrative Agent, the Lenders and Swingline Lender at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in this connection with the Notes, the Competitive Bid Notes, the Swingline Note and the Credit Facility. If the applicable law is ever judicially interpreted so as to the contrary, Buyer shall never be required to pay unearned interest on render usurious any amount outstanding hereundercalled for under the Notes, and shall never be required the Competitive Bid Notes, the Swingline Note, this Agreement or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to pay any of the Notes, the Competitive Bid Notes, the Swingline Note, this Agreement or any other Loan Document, or if acceleration of the maturity of the Notes, any Competitive Bid Note or the Swingline Note, any prepayment by Borrower, or any other circumstance whatsoever, results in any Lender or Swingline Lender having been paid any interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed permitted by applicable law, then it is the express intent of Borrower, Administrative Agent, all the Lenders and Swingline Lender that all excess amounts theretofore collected by Lenders or Swingline Lender be credited on the balance of the Notes (bor, if the Notes have been or would thereby be paid in full, credited to the Competitive Bid Notes, and if the Competitive Bid Notes have been paid in full, refunded to Borrower) or Swingline Note, if applicable, and the provisions of the Notes, any Competitive Bid Notes, the Swingline Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of the Notes, any Competitive Bid Note or the Swingline Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lenders and Swingline Lender, if applicable, do not intend to collect any unearned interest in the event of acceleration. All sums paid by Buyer or any interest agreed to be paid by Buyer in excess to Administrative Agent, the Lenders or Swingline Lender for the use, forbearance or detention of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged indebtedness evidenced hereby or received by the Holder under this Notes, any Competitive Bid Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeor Swingline Note shall, to the extent permitted by applicable usury laws (now law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to on account of such indebtedness does not exceed the Holder on any date shall be computed at the Highest Maximum Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the or maximum amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.AMENDED AND RESTATED CREDIT AGREEMENT (Camden Property Trust) PAGE 91

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Credit Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Agent or the Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Agent or the Lenders, if applicable, of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to the Agent or the Lenders, and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or the Lenders which would constitute ''interest'' for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Credit Parties shall be contracted forentitled, charged or received under applicable federal or state law (such maximum rate being herein called by notice in writing to the "Highest Lawful Rate"). If Agent, to obtain reimbursement from the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, Agent or the Holder Lenders, as applicable, in an amount equal to such excess and, pending such reimbursement, such amount shall receive any unearned interest or shall receive monies that are be deemed to constitute interest that would increase the effective rate of interest be an amount payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced Lenders to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to BuyerBorrowers. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for For the purpose of determining whether such compliance with the Criminal Code (Canada), any amount or rate exceeds the Highest Lawful Rate of interest referred shall be madedetermined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable credit remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of ''interest'' (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Date to the applicable maturity date, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination. For the purposes of disclosure under the Interest Act (Canada), if and to the extent permitted applicable, whenever interest is to be paid hereunder and such interest is to be calculated on the basis of a period of less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during number of days in the calendar year in which any amount has been outstanding hereunder all interest at any time contracted for, charged or received the same is to be ascertained and divided by the Holder number of days in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceperiod.

Limitation on Interest. Notwithstanding anything in this Note It is the intention of the parties hereto to conform strictly to applicable usury Legal Requirements. Accordingly, all agreements between Borrower, on one hand, and Lender, on the other hand, with respect to the contraryLoan are hereby expressly limited so that in no event, Buyer whether by reason of acceleration of maturity or otherwise, shall never the amount paid or agreed to be required paid to pay unearned interest on any amount outstanding hereunderLender or charged by Lender for the use, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum nonusurious amount allowed by Legal Requirements. If the Loan would be usurious under applicable Legal Requirements (including the Legal Requirements of the State of New York, the State and the U.S.), then, notwithstanding anything to the contrary in the Loan Documents: (1) the aggregate of all consideration which constitutes interest rate under applicable Legal Requirements that may be is contracted for, taken, reserved, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable Loan Documents shall under this Note would no circumstances exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the maximum amount of interest that would otherwise be payable allowed by Buyer under this Note applicable Legal Requirements, and any excess shall be reduced credited on the Note by the holder thereof (or, if the Note has been paid in full, refunded to Borrower); and (2) if maturity is accelerated by reason of an election by Lender, or in the event of any prepayment, then any consideration which constitutes interest may never include more than the maximum amount allowed by applicable lawLegal Requirements. In such case, and (b) any unearned interest paid by Buyer excess interest, if any, provided for in the Loan Documents or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeotherwise, to the extent permitted by applicable usury laws (now or hereafter enacted)Legal Requirements, by amortizingshall be amortized, prorating prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest is uniform through the term hereof. If such amortization, proration, allocation and spreading in equal parts during is not permitted under applicable Legal Requirements, then such excess interest shall be canceled automatically as of the actual period during which any amount date of such acceleration or prepayment and, if previously paid, shall be credited on the Note (or, if the Note has been outstanding hereunder all interest at any time contracted forpaid in full, charged or received refunded to Borrower). 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 Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions Legal Requirements of the foregoing sentenceState of New York, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to New York’s principles of conflicts of laws, except that if at any time U.S. federal Legal Requirements permit Lender to contract for, take, reserve, charge or receive a higher rate of interest than is allowed by the provisions Legal Requirements of the foregoing sentenceState of New York (whether such U.S. federal Legal Requirements directly so provide or refer to the Legal Requirements of any state), then such U.S. federal Legal Requirements 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.

Limitation on Interest. Notwithstanding anything in No provision of this Note to Agreement shall require the contrarypayment or permit the collection, Buyer shall never be required to pay unearned application or receipt of interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious permitted by applicable state or federal law. If any excess of interest rate that may be contracted in such respect is herein provided for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed be adjudicated to constitute be so provided for herein, the provisions of this paragraph shall govern, and neither the Company nor its successors or assigns shall be obligated to pay the amount of such interest that would increase to the effective rate of interest payable by Buyer under this Note to a rate extent it is in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed permitted by applicable law, . It is expressly stipulated and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess agreed to be the intent of the Highest Lawful Rate shall be refunded Company and the Noteholders to Buyer. Without limitation of at all times comply with the foregoingusury and other laws relating to the Securities and any subsequent revisions, all calculations of the rate of interest contracted for, charged repeals or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madejudicial interpretations thereof, to the extent permitted by that any of the same are applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Securities. In the event any Holder on ever receives, collects or applies as interest any date such excess, such amount which would be excessive interest shall be computed at applied to the Highest Lawful Rate pursuant reduction of the unpaid principal balance of the Securities, and, if upon such application the principal balance of the Securities is paid in full, any remaining excess shall be forthwith paid to the Company and the provisions of this Agreement, the foregoing sentenceIndenture and the Securities shall immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, and (ii) in respect without the necessity of execution of any subsequent new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder. In determining whether or not the interest computation period paid or payable, the amount of interest otherwise payable Holders shall, to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Ratemaximum extent permitted under applicable law, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until amortize, prorate, allocate and spread the total amount of interest payable throughout the entire term of the Securities so that the amount or rate of interest charged for any and all periods of time during the term of the Securities is to the Holder greatest extent possible less than the maximum amount or rate of interest allowed to be charged by law during the relevant period of time. Notwithstanding any of the foregoing, if at any time applicable laws shall equal the total be changed so as to permit a higher rate or amount of interest to be charged than that would have been payable permitted prior to such change, then unless prohibited by law, references in this Agreement and the Holder if Securities to "applicable law" for purposes of determining the total amount maximum interest or rate of interest had been computed without giving effect that can be charged shall be deemed to refer to such applicable law as so amended to allow the provisions greater amount or rate of the foregoing sentenceinterest.

Limitation on Interest. Notwithstanding anything If any provision of this Indenture or any of the Notes or any Guarantee would obligate the Company or any Guarantor to make any payment of interest or other amount payable to any Holder in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate in excess of the maximum nonusurious interest rate that may which would be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable prohibited by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted that the Company or such Guarantor may not lawfully waive the benefit of such law, or would result in a receipt by applicable usury laws such Holder of interest at a criminal rate (now as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or hereafter enacted)rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Holder of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) reducing the amount or rate of interest payable required to be paid to such Holder under the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentenceNotes, and (ii2) in respect thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Holder which would constitute “interest” for purposes of any subsequent interest computation period Section 347 of the Criminal Code (Canada). Any amount or rate of interest referred to in this Section 2.17 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Note remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise payable be pro-rated over the period from the Issue Date to the Holder would date of termination or cancellation of the applicable Notes and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Company shall be less than conclusive for the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything Lender and Borrower intend to comply at all times with applicable usury laws. All agreements between the Lender and Borrower, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in this Note to the contraryno contingency, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess whether by reason of demand or acceleration of the maximum nonusurious maturity of the Note or otherwise, shall the interest rate that may be contracted for, charged charged, received, paid or received agreed to be paid to Lender exceed the highest lawful rate permissible under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate")usury laws. If the effective rate If, from any circumstance whatsoever fulfillment of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rateany provision hereof, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful RateNote or of 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, then (a) ipso facto, the amount of interest that would otherwise obligation to be payable by Buyer under this Note fulfilled shall be reduced to the amount allowed limit of such validity; and if from any circumstance Lender shall ever receive anything of value deemed interest by applicable lawlaw which would exceed the highest lawful rate, and (b) any unearned such amount which would be excessive interest paid by Buyer or any interest paid by Buyer in excess shall be applied to the reduction of the Highest Lawful Rate principal of the Loan and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Loan, such excess shall be refunded to BuyerBorrower. Without limitation of All interest paid or agreed to be paid to the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeLender shall, to the extent permitted by applicable usury laws 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 the Loan Documents exceeds the highest lawful rate, 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 an expense, fee, premium or penalty rather than interest. Lender hereby expressly disclaims any intent to contract for, charge or receive interest in an amount which exceeds the highest lawful rate. The provisions of the Note, this Agreement, and all other Loan Documents are hereby modified to the extent necessary to conform with the limitations and provisions of this Section 12.4, and this Section 12.4 shall govern over all other provisions in any document or agreement now or hereafter enacted)existing. This Section 12.4 shall never be superseded or waived unless there is a written document executed by Lender and the Borrower, by amortizingexpressly declaring the usury limitation of this Agreement to be null and void, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged no other method or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date language shall be computed at the Highest Lawful Rate pursuant effective to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencesupersede or waive this paragraph.

Limitation on Interest. Notwithstanding anything All agreements between Borrower and Bank, whether now existing or hereby arising and whether written or oral, are hereby expressly limited so that in this Note to the contraryno contingency or event whatsoever, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess whether by reason of acceleration of the maximum nonusurious interest rate that may maturity of the Loan or otherwise, shall the amount paid, or agreed to be contracted forpaid, charged to Bank for the use, forbearance or received under applicable federal detention of the money to be loaned hereunder or state law (such maximum rate being otherwise, or for the payment or performance of any covenant or obligation contained herein called or in the "Note, or in any other Loan Documents, exceed the Highest Lawful Rate"). If under any circumstance whatsoever fulfillment of any provision hereof or of the effective rate Note, or other Loan Documents, at the time performance of such provision shall be due, shall involve transcending the Highest Lawful Rate, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstance Bank shall ever receive as interest that would or otherwise be payable under this Note an amount which would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that amount, if any, which would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of exceed the Highest Lawful Rate shall be applied to the reduction of the principal amount owing on account of the Loan or on account of any other principal indebtedness of Borrower to Bank, and not to the payment of interest, or, if such excessive interest exceeds the unpaid balance of principal hereof and such other indebtedness, the amount of such excessive interest that exceeds the unpaid balance of principal hereof and such other indebtedness shall be refunded to BuyerBorrower. Without limitation All sums paid or agreed to be paid to Bank for the use, forbearance, or detention of the foregoingindebtedness of Borrower to Bank shall be amortized, all calculations prorated, allocated, and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest contracted foron account of such indebtedness is uniform throughout the term thereof and, charged in conjunction therewith, if the Loan should ever be deemed to consist of two or received by the Holder under this Note that are made more loans, then any sum paid or agreed to be paid to Bank for the purpose use, forbearance, or detention of determining whether the indebtedness of Borrower to Bank which is deemed to be excessive interest with respect to one or more of such rate exceeds loans shall be allocated to the loan or loans for which the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has not been outstanding hereunder all interest at any time contracted for, charged charged, or received by the Holder in connection herewith. If at any time and from time to time (i) the amount or for which no maximum rate of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceexists.

Limitation on Interest. Notwithstanding anything in this Note any other provision herein, the aggregate interest rate charged or agreed to the contrary, Buyer shall never be required paid with respect to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious Obligations, including all charges or fees in connection therewith deemed in the nature of interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would shall not exceed the Highest Lawful Rate, or . If the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer (determined without regard to the preceding sentence) under this Note to a rate in excess of Agreement at any time exceeds the Highest Lawful Rate, then (a) the outstanding amount of the Loans hereunder shall bear interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to due hereunder equals the Holder shall equal amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest that which would have been payable due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the Holder extent permitted by law, the Borrowers shall jointly and severally pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans or be refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by applicable law, characterize any payment that is not principal as an expense, fee, or premium rather than interest, exclude voluntary prepayments and the effects thereof, and amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest had been computed without giving effect to interest, throughout the provisions contemplated term of the foregoing sentenceObligations hereunder.

Limitation on Interest. Notwithstanding anything It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in this Note connection with the Note, the Advances and the Letters of Credit. If the applicable law is ever judicially interpreted so as to the contrary, Buyer shall never be required to pay unearned interest on render usurious any amount outstanding hereundercalled for under the Note or under any of the other Loan Documents, and shall never be required or contracted for, charged, taken, reserved or received with respect to pay any of the Advances or the Letters of Credit, or if acceleration of the maturity of the Note, any prepayment by Borrower, or any other circumstance whatsoever, results in Lender having been paid any interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed permitted by applicable law, then it is the express intent of Borrower and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of the Note (b) or, if the Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of the Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of the Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid by Buyer or any interest agreed to be paid by Buyer in excess to Lender for the use, forbearance or detention of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged indebtedness evidenced hereby or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeshall, to the extent permitted by applicable usury laws (now law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable on account of such indebtedness does not exceed the Maximum Lawful Rate or maximum amont of interest permitted under applicable law. The term "APPLICABLE LAW" as used herein shall mean the laws of the State of Texas, or any other applicable United States federal law to the Holder on any date shall be computed at the Highest Lawful Rate pursuant extent that it permits Lender to the provisions of the foregoing sentencecontract for, and (ii) in respect of any subsequent interest computation period the charge, take, reserve or receive a greater amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the under Texas law. The provisions of the foregoing sentencethis SECTION 9.8 shall control all agreements between Borrower and Lender.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.7, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Borrower shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.7(e) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything It is expressly stipulated and ---------------------- agreed to be the intent of Borrowers, Agent and Lenders at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in this Note connection with the Obligations. If the applicable law is ever judicially interpreted so as to the contrary, Buyer shall never be required to pay unearned interest on render usurious any amount outstanding hereundercalled for under the Notes or under any of the other Loan Documents, and shall never be required or contracted for, charged, taken, reserved or received with respect to pay any of the or if acceleration of the maturity of the Obligations, any prepayment by Borrowers, or any other circumstance whatsoever, results in Agent or any Lender having been paid any interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed permitted by applicable law, then it is the express intent of Borrowers, Agent and Lenders that all excess amounts theretofore collected by Agent and/or Lenders be credited on the principal balance of the Obligations (b) or, if the Obligations have been or would thereby be paid in full, refunded to Borrowers), and the provisions of the Notes and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of the Notes does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and neither Agent nor Lenders intend to collect any unearned interest in the event of acceleration. All sums paid by Buyer or any interest agreed to be paid by Buyer in excess to Agent and Lenders for the use, forbearance or detention of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received indebtedness evidenced by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeLoan Documents shall, to the extent permitted by applicable usury laws (now law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to on account of such indebtedness does not exceed the Holder on any date shall be computed at the Highest Maximum Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the or maximum amount of interest otherwise payable permitted under applicable law. The term "applicable law" as used herein shall mean the laws of the State of Texas, or --------------- any other applicable United States federal law to the Holder would be less than the extent that it permits Lenders to contract for, charge, take, reserve or receive a greater amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the than under Texas law. The provisions of the foregoing sentencethis Section 10.8 shall ------------ control all agreements between Borrowers, Agent and Lenders.

Limitation on Interest. Notwithstanding anything All agreements between and among the ---------------------- Borrower, any Guarantors, any other Loan Party and the Lenders and/or the Administrative Agent are hereby expressly limited so that in this Note to the contraryno contingency or event whatsoever, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess whether by reason of acceleration of maturity of the Indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Lender for the use or the forbearance of the Indebtedness incurred hereunder exceed the maximum nonusurious interest rate that may be contracted for, charged or received permissible under applicable federal or state law. As used herein the term "applicable law" shall mean the law (in effect as of the date hereof; provided, however, that in the event there is a change in the law which -------- ------- results in a higher permissible rate of interest, then this Agreement and the Notes issued hereunder shall be governed by such maximum rate being herein called new law as of its effective date. In this regard it is expressly agreed that it is the "Highest Lawful Rate")intent of the Borrower, the Lenders and the Administrative Agent in execution, delivery and acceptance of this Agreement to contract in strict compliance with the laws of the State of New York from time to time in effect. If the effective rate under any circumstances whatsoever, fulfillment of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, any provision hereof or the Holder shall receive of any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful RateLoan Documents at the time performance of such provision shall be due shall involve transcending the limits of such validity prescribed by applicable law, then (a) the amount of interest that would otherwise obligation to be payable by Buyer under this Note fulfilled shall automatically be reduced to the amount allowed by applicable lawlimits of such validity, and (b) if under or from any unearned interest paid by Buyer circumstance whatsoever the Administrative Agent or any Lender should ever receive as interest paid by Buyer in excess any amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received principal balance evidenced by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, Notes issued hereunder and not to the extent permitted by applicable usury laws (now or hereafter enacted)payment of interest. This provision shall control every other provision of all agreements between and among the Borrower, by amortizingany Guarantors, prorating any other Loan Party, the Administrative Agent and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceLenders.

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer shall Victxx xxxll never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that which would increase the effective rate of interest payable by Buyer under Victxx xxxer this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that which would otherwise be payable by Buyer under Victxx xxxer this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or Victxx xx any interest paid by Buyer in Victxx xx excess of the Highest Lawful Rate shall be refunded to BuyerVictxx. Without Xxthout limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in Victxx xx connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything It is expressly stipulated and agreed to be the intent of Borrower, Administrative Agent and the Lenders at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in this Note connection with the Notes and the Loan. If the applicable law is ever judicially interpreted so as to the contrary, Buyer shall never be required to pay unearned interest on render usurious any amount outstanding hereundercalled for under the Notes, and shall never be required this Agreement or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to pay any of the Notes, this Agreement or any other Loan Document, or if acceleration of the maturity of the Notes, any prepayment by Borrower, or any other circumstance whatsoever, results in any Lender having been paid any interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed permitted by applicable law, then it is the express intent of Borrower, Administrative Agent and the Lenders that all excess amounts theretofore collected by the Lenders be credited on the balance of the Notes (bor, if the Notes have been or would thereby be paid in full, refunded to Borrower) if applicable, and the provisions of the Notes, and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of the Notes, does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and the Lenders do not intend to collect any unearned interest in the event of acceleration. All sums paid by Buyer or any interest agreed to be paid by Buyer in excess to Administrative Agent or the Lenders for the use, forbearance or detention of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged indebtedness evidenced hereby or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeNotes, shall, to the extent permitted by applicable usury laws (now or hereafter enacted)law, by amortizingbe amortized, prorating prorated, allocated and spreading in equal parts during spread throughout the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect full term of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate indebtedness until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.payment in full CREDIT AGREEMENT (Camden Bridge Loan) PAGE 46

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), Borrower shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.5(f) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by Buyer under this Note over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a rate specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in excess the event of a dispute, a certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.

Limitation on Interest. Notwithstanding anything in If any provision of this Note Agreement or of any of the other Loan Documents would obligate any Credit Party to make any payment of interest or other amount payable to the contrary, Buyer shall never be required to pay unearned interest on any Agent or the Lenders in an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Agent or the Lenders, if applicable, of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to the Agent or the Lenders, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or the Lenders which would constitute ''interest'' for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Agent or the Lenders shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada), the Credit Parties shall be contracted forentitled, charged or received under applicable federal or state law (such maximum rate being herein called by notice in writing to the "Highest Lawful Rate"). If Agent, to obtain reimbursement from the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, Agent or the Holder Lenders, as applicable, in an amount equal to such excess and, pending such reimbursement, such amount shall receive any unearned interest or shall receive monies that are be deemed to constitute interest that would increase the effective rate of interest be an amount payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced Lenders to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to BuyerBorrowers. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for For the purpose of determining whether such compliance with the Criminal Code (Canada), any amount or rate exceeds the Highest Lawful Rate of interest referred shall be madedetermined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable credit remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of ''interest'' (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the applicable maturity date, and, in the event of a dispute, a 89- certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination. For the purposes of disclosure under the Interest Act (Canada), if and to the extent permitted applicable, whenever interest is to be paid hereunder and such interest is to be calculated on the basis of a period of less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during number of days in the calendar year in which any amount has been outstanding hereunder all interest at any time contracted for, charged or received the same is to be ascertained and divided by the Holder number of days in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceperiod.

Limitation on Interest. Notwithstanding anything All agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in this Note no contingency or event whatsoever, whether by reason of acceleration of the maturity of the Loan, or otherwise, shall the amount paid, or agreed to be paid to Lender for the contraryuse, Buyer shall never forbearance, or detention of the money to be required to pay unearned interest on loaned hereunder or otherwise or for the payment or performance of any covenant or obligation contained herein or in the Notes, Deed of Trust or in any other Loan Document, exceed the maximum amount outstanding hereunderpermissible under Applicable Law. If from any circumstance whatsoever, and shall never be required to pay interest on fulfillment of any provision hereof or of the principal amount outstanding hereunderNotes, Deed of Trust or other Loan Documents, at a rate in excess the time performance of such provision shall be due, shall involve transcending the maximum nonusurious interest rate that may limit of validity prescribed by Applicable Law, then, ipso facto, the obligation to be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note fulfilled shall be reduced to the amount allowed by applicable lawlimit of such validity, and (b) if from any unearned circumstance the Lender shall ever receive as interest paid by Buyer or any otherwise an amount which would exceed the highest lawful rate, such amount which would be excessive interest paid by Buyer in excess shall be applied to the reduction of the Highest Lawful Rate principal amount owing on account of the Loans or on account of any other principal indebtedness of the Borrower to the Lender, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof and such other indebtedness, such excess shall be refunded to Buyerthe Borrower. Without limitation All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by Borrower to the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeLender shall, to the extent permitted by applicable usury laws (now or hereafter enacted)Applicable Law, by amortizingbe amortized, prorating prorated, allocated and spreading spread throughout the full term of such indebtedness until payment in equal parts during full so that the actual period during which rate of interest on account of such indebtedness is uniform throughout the term thereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the Borrower and the Lender. The term "Applicable Law" as used in this Section 8.2 means (1) the law pertaining to maximum rates of interest that is now in effect and (2) any amount has been outstanding hereunder all interest law that comes into effect at any time contracted for, charged or received by in the Holder in connection herewith. If at any time and from time to time (i) the amount of future allowing a higher maximum interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less rate than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder law now in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceeffect.

Limitation on Interest. Notwithstanding anything in No provision of this Note Mortgage or of the other Loan Documents shall require the payment or permit the collection of interest, or be construed to create a contract regarding the contrarysame, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged permitted by Law or received under applicable federal or state law which is otherwise contrary to Law (such maximum rate being herein called the "“Highest Lawful Rate"”). If the effective rate any excess of interest that in such respect is herein or in the other Loan Documents provided for, or shall be adjudicated to be so provided for herein or in the other Loan Documents, such amount which would otherwise be payable deemed excessive interest shall be deemed a partial prepayment of the principal of the Secured Indebtedness and treated hereunder as such; and, if the entire principal amount of the Secured Indebtedness owed is paid in full, any remaining excess shall be repaid to the payors on the applicable Secured Indebtedness. In determining whether the interest paid or payable, under this Note would exceed any specific contingency, exceeds the Highest Lawful RateRate in effect from day to day, the Mortgagor and the holders of the Secured Indebtedness shall, to the maximum extent permitted under applicable Law, (a) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase effects thereof, and (c) amortize, prorate, allocate, and spread the effective rate total amount of interest payable throughout the entire contemplated term of the Secured Indebtedness so that the interest rate is uniform throughout the entire term of the Secured Indebtedness; provided that, if the interest received by Buyer under this Note to a rate in excess the holders of the Secured Indebtedness for the actual period of existence thereof exceeds the Highest Lawful RateRate in effect from day to day, then (a) the holders of the Secured Indebtedness shall apply or refund to the payors on the applicable Secured Indebtedness the amount of such excess as provided in this Section, and, in such event, the holders of the Secured Indebtedness shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded in effect from day to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceday.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Loan Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 2.10 (Limitation on Interest) and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may Section of the Criminal Code (Canada), the applicable Borrower shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to such Borrower. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under referred to in this Note would exceed the Highest Lawful RateCREDIT AGREEMENT JOHNSONDIVERSEY, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceINC.

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer [NAME OF PURCHASER] shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that which would increase the effective rate of interest payable by Buyer [NAME OF PURCHASER] under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that which would otherwise be payable by Buyer [NAME OF PURCHASER] under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer [NAME OF PURCHASER] or any interest 352 Exhibit A Form of Victxx Purchase Price Note paid by Buyer [NAME OF PURCHASER] in excess of the Highest Lawful Rate shall be refunded to Buyer[NAME OF PURCHASER]. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in Victxx xx connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything in this Note The Company and Holder intend to conform strictly to the contraryusury laws in force that apply to this transaction. Accordingly, Buyer shall never be required to pay unearned interest on any amount outstanding hereunderall agreements between the Company and Holder, whether now existing or hereafter arising and shall never be required to pay interest on the principal amount outstanding hereunderwhether written or oral, at a rate are hereby limited so that in excess no contingency, whether by reason of acceleration of the maximum nonusurious indebtedness evidenced by the Note or otherwise, shall the interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies and all other sums that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (abe interest) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Holder with respect to such indebtedness exceed the maximum rate of interest permitted to be charged under applicable law (the "Maximum Rate"). The Company and the Holder stipulate and represent that, as of the date hereof (the same being the date of the granting of this Warrant to the Holder), the value of this Warrant, as compensation for the use of money, is both contingent (in the sense that the future realization of any value from the exercise of this Warrant is dependent upon the occurrence of events beyond the control of the parties) and speculative (in the sense that the amount, if any, which will be realized upon the exercise of this Warrant is uncertain). The Company and the Holder stipulate and agree that the terms and provisions contained in this Warrant are not intended to and shall never be construed to create a contract to pay for the use, forbearance or detention of money or, if so construed, to pay for the use, forbearance or detention of money in an amount in excess of the Maximum Rate permitted to be charged. Neither the Company nor any other party now or hereafter becoming liable for payment of the Note shall ever be required to pay interest on or with respect to the Note in an amount in excess of the Maximum Rate that lawfully may be charged, and the provisions of this Section shall control over all other provisions of this Agreement and the Note. If the difference between (i) the Fair Market Value (determined as of the date hereof or such other date as required by applicable law) of the Shares, and (ii) the Exercise Price with respect to such Shares, could ever be or is deemed to constitute interest in an amount that, when taken together with the interest otherwise contracted for, charged or received with respect to the Note, would exceed the Maximum Rate, the Exercise Price with respect to the Shares shall automatically be increased by an amount equal to such excess, or if this Warrant has been exercised, the Holder shall, at the option of Holder, either refund to the Company the amount of such excess or credit the amount of such excess against the principal balance of the Notes. All amounts not payable to Holder under this Note that are made for Warrant on account of the purpose of determining whether such rate exceeds the Highest Lawful Rate foregoing limitations shall be maderetained by the Company, provided that, if at a later date prior to the termination of this Warrant, Holder determines that a greater amount could lawfully be paid to it, then the Company shall immediately upon request of Holder, pay to Holder such greater amount up to an amount equal to the aggregate of all amounts that were retained by the Company on account of such limitation on the amount of interest that the Holder could receive on or with respect to any notes under applicable law. All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable usury laws (now or hereafter enacted)law, by amortizingbe amortized, prorating prorated, allocated and spreading spread throughout the full period until payment in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions full of the foregoing sentence, and principal of such indebtedness (ii) in respect including the period of any subsequent renewal or extension thereof) so that the interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of for such subsequent interest computation full period shall continue to be computed at not exceed the Highest Lawful Rate until maximum Rate. The term "applicable law" as used in this Agreement shall mean the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions laws of the foregoing sentenceState of Texas or laws of the United States applicable to transactions in Texas, whichever laws allow the greater rate of interest, as such laws now exist may be changed or amended or come into effect in the future.

Limitation on Interest. Notwithstanding anything in this Note The Company and Holder intend to conform strictly to the contraryusury laws in force that apply to this transaction. Accordingly, Buyer shall never be required to pay unearned interest on any amount outstanding hereunderall agreements between the Company and Holder, whether now existing or hereafter arising and shall never be required to pay interest on the principal amount outstanding hereunderwhether written or oral, at a rate are hereby limited so that in excess no contingency, whether by reason of acceleration of the maximum nonusurious indebtedness evidenced by the Note or otherwise, shall the interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies and all other sums that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (abe interest) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Holder with respect to such indebtedness exceed the maximum rate of interest permitted to be charged under applicable law (the "Maximum Rate"). The Company and the Holder stipulate and represent that as of the date hereof (the same being the date of the granting of this Warrant to the Holder), the value of this Warrant, as compensation for the use of money, is both contingent (in the sense that the future realization of any value from the exercise of this Warrant is dependent upon the occurrence of events beyond the control of the parties) and speculative (in the sense that the amount, if any, which will be realized upon the exercise of this Warrant is uncertain). The Company and the Holder stipulate and agree that the terms and provisions contained in this Warrant are not intended to and shall never be construed to create a contract to pay for the use, forbearance or detention of money or, if so construed, to pay for the use, forbearance or detention of money in an amount in excess of the Maximum Rate permitted to be charged. Neither the Company nor any other party now or hereafter becoming liable for payment of the Note shall ever be required to pay interest on or with respect to the Note in an amount in excess of the Maximum Rate that lawfully may be charged, and the provisions of this Section shall control over all other provisions of this Agreement and the Note. If the difference between (i) the Fair Market Value (determined as of the date hereof or such other date as required by applicable law) of the Shares, and (ii) the Exercise Price with respect to such Shares, could ever be or is deemed to constitute interest in an amount that, when taken together with the interest otherwise contracted for, charged or received with respect to the Note, would exceed the Maximum Rate, the Exercise Price with respect to the Shares shall automatically be increased by an amount equal to such excess, or if this Warrant has been exercised, the Holder shall, at the option of Holder, either refund to the Company the amount of such excess or credit the amount of such excess against the principal balance of the Note. All amounts not payable to Holder under this Note that are made for Warrant on account of the purpose of determining whether such rate exceeds the Highest Lawful Rate foregoing limitations shall be maderetained by the Company, provided that, if at a later date prior to the termination of this Warrant, Holder determines that a greater amount could lawfully be paid to it, then the Company shall immediately upon request of Holder, pay to Holder such greater amount up to an amount equal to the aggregate of all amounts that were retained by the Company on account of such limitation on the amount of interest that the Holder could receive on or with respect to any notes under applicable law. All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable usury law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of such indebtedness (including the period of any renewal or extension thereof) so that the interest for such full period shall not exceed the Maximum Rate. The term "applicable law" as used in this Agreement shall mean the laws (now of the State of Texas or hereafter enacted)the laws of the United States applicable to transactions in Texas, by amortizing, prorating and spreading in equal parts during whichever laws allow the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount greater rate of interest payable to as such laws now exist or may be changed or amended or come into effect in the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencefuture.

Limitation on Interest. Notwithstanding anything Lender and Borrower intend to comply at all times with applicable usury laws. All agreements between the Lender and Borrower, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in this Note to the contraryno contingency, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess whether by reason of demand or acceleration of the maximum nonusurious maturity of the Note or otherwise, shall the interest rate that may be contracted for, charged charged, received, paid or received agreed to be paid to Lender exceed the highest lawful rate permissible under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate")usury laws. If the effective rate If, from any circumstance whatsoever fulfillment of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rateany provision hereof, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful RateNote or of 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, then (a) ipso facto, the amount of interest that would otherwise obligation to be payable by Buyer under this Note fulfilled shall be reduced to the amount allowed limit of such validity; and if from any circumstance Lender shall ever receive anything of value deemed interest by applicable lawlaw which would exceed the highest lawful rate, and (b) any unearned such amount which would be excessive interest paid by Buyer or any interest paid by Buyer in excess shall be applied to the reduction of the Highest Lawful Rate principal of the Loan and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Loan, such excess shall be refunded to BuyerBorrower. Without limitation of All interest paid or agreed to be paid to the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be madeLender shall, to the extent permitted by applicable usury laws 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 the Loan Documents exceeds the highest lawful rate, 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 an expense, fee, premium or penalty rather than interest. Lender hereby expressly disclaims any intent to contract for, charge or receive interest in an amount which exceeds the highest lawful rate. The provisions of the Note, this Agreement, and all other Loan Documents are hereby modified to the extent necessary to conform with the limitations and provisions of this Section, and this Section shall govern over all other provisions in any document or agreement now or hereafter enacted)existing. This Section shall never be superseded or waived unless there is a written document executed by Lender and the Borrower, by amortizingexpressly declaring the usury limitation of this Agreement to be null and void, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged no other method or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date language shall be computed at the Highest Lawful Rate pursuant effective to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencesupersede or waive this paragraph.

Limitation on Interest. Notwithstanding anything in this Trustor agrees that the effective rate of interest under the Note is equal to the contraryrate provided for in the Note together with all other payments of, Buyer shall never or in the nature of, interest to be required made to pay unearned Lender under the Loan Documents. If under any circumstances whatsoever, interest on any amount outstanding hereunder, and shall never hereunder would otherwise be required to pay interest on the principal amount outstanding hereunder, payable at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received permitted under applicable federal or state law (such maximum rate being herein called law, then, the "Highest Lawful Rate"). If the effective rate of interest that would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by Buyer under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable by Buyer under this Note shall be reduced to the maximum amount allowed by permitted under applicable law, and (b) if under any unearned circumstance the Lender shall ever receive anything of value deemed interest paid by Buyer applicable law which would exceed interest at the highest lawful rate, an amount equal to any excessive interest shall be applied to the reduction of the principal amount owing under the Loan Documents and any other Obligations and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal under the Loan Documents or any interest paid by Buyer other Obligations, such excess shall be refunded. In the event and only in excess the event that the applicable law as to the enforcement of this Deed of Trust or any other Loan Documents is held to be the law of the Highest Lawful Rate shall State of Arizona, all loan origination, standby, commitment and other fees, including attorneys’ fees and any commissions or fees paid or to be refunded paid to Buyer. Without limitation brokers, prepayment premiums, additional interest, charges, points, goods, things in action or any other sums or things of value, including any compensating balance requirements or other contractual obligations (collectively referred to as the “Additional Sums”) paid or payable by Borrower, whether pursuant to the Loan Documents or otherwise with respect to the indebtedness secured hereby, or with respect to this Deed of Trust or any other Loan Documents, that under the laws of the foregoingState of Arizona may be deemed to be interest with respect to the indebtedness secured hereby shall, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds any laws of the Highest Lawful Rate shall be made, to State of Arizona that may limit the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the maximum amount of interest payable to be charged with respect to the Holder on any date indebtedness secured hereby, be payable by Borrower as, and shall be computed at deemed to be, additional interest for such purposes only, and Trustor agrees that the Highest Lawful Rate pursuant to contracted for rate of interest shall be the provisions sum of the foregoing sentenceinterest rate set forth in the Loan Documents or any applicable default rate, and (ii) in respect of any subsequent as applicable, plus the interest computation period rate resulting from the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceAdditional Sums being considered interest.

Limitation on Interest. Notwithstanding anything in this Note to the contrary, Buyer TRI shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that which would otherwise be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that which would increase the effective rate of interest payable by Buyer TRI under this Note to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that which would otherwise be payable by Buyer TRI under this Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer TRI or any interest paid by Buyer TRI in excess of the Highest Lawful Rate shall be refunded to BuyerTRI. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in Victxx xx connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that which would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Limitation on Interest. Notwithstanding anything If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in this Note to the contrary, Buyer shall never be required to pay unearned interest on any an amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada) or any equivalent legislation of the United States of America) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this Section 1.5, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada) or any equivalent legislation of the United States of America. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if a Lender shall have received an amount in excess of the maximum nonusurious interest rate permitted by that may section of the Criminal Code (Canada) or any equivalent legislation of the United States of America, Borrowers shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Lender to Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the "Highest Lawful Rate"). If the effective rate of interest that would otherwise referred to in this Section 1.5(f) shall be payable under this Note would exceed the Highest Lawful Rate, or the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada) or any equivalent legislation of the United States) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Termination Date and, in the event of a dispute relating to “interest” (as defined in the Criminal Code (Canada) paid or payable by Buyer under this Note to the Cdn. Borrower, a rate in excess certificate of a Fellow of the Highest Lawful Rate, then (a) the amount Canadian Institute of interest that would otherwise be payable Actuaries appointed by Buyer under this Note Agent shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer in excess of the Highest Lawful Rate shall be refunded to Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Note that are made conclusive for the purpose of determining whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect purposes of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencedetermination.