Common use of Limitations on Interest Clause in Contracts

Limitations on Interest. If any provision of this 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 Lenders in an amount 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 Section 4.2, 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 permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination

Limitations on Interest. If any provision of this Agreement or of any It being the intention of the other Loan Documents would obligate any Loan Party parties hereto to make any payment of interest or other amount payable strictly conform to the Lenders applicable usury laws, all agreements between the Debtor and the Secured Party, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in an amount no event, whether by reason of acceleration of the maturity of the Note 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)) thenotherwise, 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 paid, or rate of interest required agreed to be paid to the Lenders under Section 4.2Secured Party for the use, forbearance or detention of money hereunder or otherwise exceed the maximum rate permitted by applicable law. If due to any circumstance or reason whatsoever, fulfillment of any provision hereof or of the Note or of any mortgage, loan agreement, or other document evidencing or securing the indebtedness evidenced by the Note, 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 (2) thereafterif the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted by applicable law, by reducing any feessuch amount which would have been excessive interest shall instead automatically be applied to the reduction of the principal amount owing under the Note in the inverse order of its maturity and not to the payment of interest, commissionsand if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, premiums and other amounts required such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Lenders which would constitute “interest” Secured Party for purposes of Section 347 the use, forbearance or detention of the Criminal Code (Canada). Notwithstanding indebtedness of the foregoingDebtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and after giving effect to all adjustments contemplated thereby, if spread throughout the Lenders shall have received an amount in excess full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by that section applicable law. The provisions of this paragraph shall control all agreements between the Criminal Code (Canada), Debtor and the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determinationSecured Party.

Limitations on Interest. If (a) It is the intention of the Lender and the Borrower to conform strictly to any provision applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under any applicable law, then, in that event, notwithstanding anything to the contrary in this Note, the Security Documents or any other agreement entered into in connection with or as security for or guaranteeing the Credit Agreement or this Note, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received by the Lender under this Note, the Security Documents or under any other agreement entered into in connection with or as security for or guaranteeing the Credit Agreement or this Note shall under no circumstances exceed the Maximum Rate, and any excess shall be canceled automatically and, if theretofore paid, shall, at the option of the Lender, be credited by the Lender on the principal amount of any indebtedness owed to the Lender by the Borrower or refunded by the Lender to the Borrower; and (ii) in the event that the maturity of this Agreement Note is accelerated or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Lender may never include more than the Maximum Rate, and excess interest, if any, provided for in this Note, the Security Documents or otherwise shall be canceled automatically as of the other Loan Documents would obligate date of such acceleration or prepayment and, if theretofore paid, shall, at the option of the Lender, be credited by the Lender on the principal amount of any Loan Party indebtedness owed to make any payment of the Lender by the Borrower or refunded by the Lender to the Borrower. (b) Notwithstanding anything herein to the contrary, in no event will interest or other amount payable to the Lenders Lender exceed the Maximum Rate (after taking into account all charges payable to the Lender which constitute interest under such applicable law), but if any amount referred to in an amount or calculated at a rate this Note 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 payable to the maximum amount Lender but for the applicability of usury or rate other laws limiting the consideration payable to the Lender is not paid to the Lender as a result of interestthe applicability of such laws, as then interest on the case may be, as would not be so prohibited by law or so result in a receipt by outstanding principal balance of this Note payable to the Lenders of interest at a criminal rate, such adjustment to be effectedLender shall, to the extent necessarypermitted by the law, as follows: accrue at the Maximum Rate (1after taking into account all charges payable to the Lender which constitute interest under applicable law) firstly, until the total amount received by reducing the Lender equals the amount or rate of interest required to be paid to the Lenders under Section 4.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which it 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 permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to had no 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determinationlaws been applicable.

Limitations on Interest. If All agreements between and among the Borrower, any provision Guarantors, any other Loan Party and the Lenders and/or the Administrative Agent are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Lender for the use or the forbearance of the Indebtedness incurred hereunder exceed the maximum permissible under applicable law. As used herein the term "applicable law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement and the Notes issued hereunder shall be governed by such new law as of its effective date. In this regard it is expressly agreed that it is the intent of the 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 under any circumstances whatsoever, fulfillment of any provision hereof or of any of the other Loan Documents would obligate any Loan Party at the time performance of such provision shall be due shall involve transcending the limits of such validity prescribed by applicable law, then the obligation to make any payment of interest or other amount payable be fulfilled shall automatically be reduced to the Lenders in an limits of such validity, and if under or from any circumstance whatsoever the Administrative Agent or any Lender should ever receive as interest any amount or calculated at a rate which would exceed the highest lawful rate, such amount which would be prohibited by law or would result in a receipt excessive interest shall be applied to the reduction of the principal balance evidenced 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 Notes issued hereunder and not to the maximum amount or rate payment of interest. This provision shall control every other provision of all agreements between and among the Borrower, as the case may beany Guarantors, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rateany other Loan Party, 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 Section 4.2, 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 permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for and the purposes of such determinationLenders.

Limitations on Interest. If any provision of this 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 Lenders in an amount 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 Section 4.2, 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 permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determinationdetermination To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and provide other extensions of credit hereunder and, with respect to the Issuing Lenders, to issue the Letters of Credit, the Loan Parties hereby jointly and severally represent and warrant to each Agent and each Lender as of the Restatement Effective Date and each Borrowing Date that:

Limitations on Interest. If (a) It is the intention of Lender and Borrower to confirm strictly to any provision of this 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 Lenders in an amount 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 Section 4.2, 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)applicable usury laws. Notwithstanding the foregoing, and after giving effect to all adjustments contemplated therebyAccordingly, if the Lenders shall have received an amount transactions contemplated hereby would be usurious under any applicable, then, in excess that event, notwithstanding anything to the contrary in the Note, the Deed of the maximum permitted by that section of the Criminal Code (Canada)Trust, the Loan Parties Agreement, or any other agreement entered into in connection with or as security for or guaranteeing the Deed of Trust, or the Note, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received by Lender under the Note, the Deed of Trust, the Loan Agreement, or under any other agreement entered into in connection with or as security for or guaranteeing Deed of Trust or the Note shall be entitled, by notice in writing to under no circumstances exceed 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 rate of interest referred to in this Section 4.20 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 Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” Maximum Rate (as defined in the Criminal Code (CanadaNote and hereafter used)) , and any excess shall be cancelled automatically and, if theretofore paid, shall, if they relate to a specific period at the option of timeLender, be pro-rated over credited by Lender on the principal amount of any indebtedness owed to Lender by Borrower or refunded by Lender to Borrower, and (ii) in the event that period the maturity of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, Note is accelerated or in the event of a disputeany required or permitted prepayment, a certificate then such consideration that constitutes interest under law applicable to Lender may never include more than the Maximum Rate and excess interest, if any, provided for in the Note, the Deed of a Fellow Trust, the Loan Agreement, or otherwise shall be cancelled automatically as of the Canadian Institute date of Actuaries appointed such acceleration or prepayment and, if theretofore paid, shall, at the option of Lender, be credited by Lender on the principal amount of any indebtedness owed to Lender by Borrower or refunded by Lender to Borrower. (b) Notwithstanding anything herein the contrary, in no event will interest payable to Lender exceed the maximum amount permitted by the Administrative Agent shall law applicable to Lender (after taking into account all charges payable to Lender which constitute interest under such applicable law), but if any amount referred to in the Note which would be conclusive payable to Lender but for the purposes applicability of usury or other laws limiting the consideration payable to Lender is not paid to Lender as a result of the applicability of such determinationlaws, then interest on the outstanding principal balance of the Note payable to Lender shall, to the extent permitted by the law, accrue at the maximum rate of interest permitted by applicable law (after taking into account all charges payable to Lender which constitute interest under applicable laws) until the total amount received by Lender equals the amount it would have received had no such laws been applicable.

Limitations on Interest. If any provision of this 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 Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders any 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 the Lenders 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 the Lenders such Lender under Section 4.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders 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 the Lenders any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders such Lender to the Borrowers. Any amount or rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement First Amendment Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. If any provision of this 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 Lenders any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Lenders that Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisionsprovision, 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 the Lenders that Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1a) firstly, by reducing the amount or rate of interest required to be paid to the Lenders that Lender under Section 4.2, subsection 2.2(A); and (2b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders affected Lender which would constitute “interest” 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 any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the applicable Loan Parties Party shall be entitled, by notice in writing to the Administrative Agentaffected Lender, to obtain reimbursement from the Lenders that Lender in an amount equal to such excess andexcess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders that Lender to the Borrowerssuch Loan Party. Any amount or rate of interest referred to in this Section 4.20 subsection 2.2(C) 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Closing Date to the Maturity Termination Date or, if all the Obligations are not irrevocably repaid on such date, such later date on which all of the Obligations of Borrower are irrevocably paid and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. If It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrowers to each Lender or Co-Agent under this Agreement, the Notes, the Loan Documents and any provision other document or instrument executed in connection herewith or therewith, shall be subject to the limitation that payments of interest or of other amounts constituting interest under applicable law to such Lender or Co-Agent shall not be required to the extent that receipt thereof would be in excess of the Highest Lawful Rate (as defined below), or otherwise contrary to provisions of law applicable to such Lender or Co-Agent limiting rates of interest which may be charged or collected by Lender or Co-Agent. Accordingly, if the transactions or the amount paid or otherwise agreed to be paid for the use, forbearance or detention of money under this Agreement, the Notes, the Loan Documents and any other document or instrument executed in connection herewith or therewith would exceed the Highest Lawful Rate or otherwise be usurious under applicable law (including the federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to any Lender or Co-Agent then, in that event, notwithstanding anything to the contrary in this Agreement or the Loan Documents and any other document or instrument executed in connection herewith or therewith, it is agreed as follows as to each Lender and Co-Agent: (a) the provisions of this SECTION 10.14 shall govern and control over any other provision in this Agreement, the Notes, the Loan Documents and any other document or instrument executed in connection herewith or therewith and each provision set forth therein is hereby so limited; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other Loan Documents would obligate any Loan Party to make any payment of interest aforesaid agreements or other amount payable to the Lenders otherwise in an amount connection with this Agreement by such Lender 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 Co-Agent shall under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the "HIGHEST LAWFUL RATE"), and all amounts owed under this Agreement, the Notes, the Loan Documents and any other document or instrument executed in connection herewith or therewith shall be held subject to reduction and (i) the amount of interest which would otherwise be payable to such Lender or Co-Agent hereunder and under the Loan Documents and any other document or instrument executed in connection herewith or therewith, shall be automatically reduced to the amount allowed under applicable law and (ii) any unearned interest paid by a Borrower in excess of the Highest Lawful Rate shall be credited to the applicable Borrower by such Lender or Co-Agent (or, if such consideration shall have been paid in full, refunded to the applicable Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the indebtedness of a Borrower to such Lender or Co-Agent hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interestinterest is uniform throughout the full term thereof; (d) if at any time the interest provided pursuant to this Agreement, together with any other fees, late charges and other sums payable pursuant to or in connection with this Agreement or any other Loan Document and deemed interest under applicable law, exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and any such fees, charges and sums to accrue to such Lender or Co-Agent pursuant to this Agreement or any other Loan Document shall be limited, notwithstanding anything to the contrary in this Agreement or any other Loan Document to that amount which would have accrued at the Highest Lawful Rate for such Lender or Co-Agent, as the case may be, but any subsequent reductions, as would applicable, shall not be so prohibited by law reduce the interest to accrue pursuant to this Agreement below the Highest Lawful Rate for such Lender or so result in a receipt by Co-Agent until the Lenders total amount of interest at payable to such Lender or Co-Agent (including all consideration which constitutes interest) equals the amount of interest which would have been payable to such Lender or Co-Agent (including all consideration which constitutes interest) assuming a criminal rate, such adjustment to be effected, varying rate per annum equal to the extent necessaryinterest provided pursuant to SECTION 3.2 at all times in effect, as follows: (1) firstly, by reducing PLUS the amount or rate of interest required to be paid to the Lenders under Section 4.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders fees 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 been received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive but for the purposes effect of such determinationthis SECTION 10.

Limitations on Interest. If any provision of this Agreement or of any It is the intention of the other Loan Documents would obligate any Loan Party parties hereto to make any payment of interest or other amount payable conform strictly to applicable usury laws. Accordingly, all agreements between the Company and the Issuer with respect to the Lenders Bond Loan are hereby expressly limited so that in an amount no event, whether by reason of acceleration of maturity 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)) thenotherwise, 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 paid or rate of interest required agreed to be paid to the Lenders Issuer or charged by the Issuer for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Bond Loan would be usurious under Section 4.2applicable law (including the laws of the State and the laws of the United States of America), then, notwithstanding anything to the contrary in the Bond Documents: (a) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under the Bond Documents shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Bond Loan and the Bonds by the holder thereof (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 therebyor, if the Lenders shall Bond Loan and the Bonds have received an amount been paid in excess of the maximum permitted by that section of the Criminal Code (Canada)full, the Loan Parties shall be entitled, by notice in writing refunded to the Administrative Agent, to obtain reimbursement from the Lenders in Company); and (b) if maturity is accelerated by reason of an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable election by the Lenders to Issuer or the Borrowers. Any amount Trustee, or rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a disputeany prepayment, a certificate then any consideration which constitutes interest may not include more than the maximum amount allowed by applicable law. In such case, excess interest, if any, provided for in the Bond Documents or otherwise, to the extent permitted by applicable law, shall be amortized, prorated, allocated and spread from the date of a Fellow 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 is not permitted under applicable law, then such excess interest shall be cancelled automatically as of the Canadian Institute date of Actuaries appointed such acceleration or prepayment and, if theretofore paid, shall be credited on the Bond Loan (or, if the Bond Loan and the Bonds have been paid in full, refunded to the Company). The terms and provisions of this Section 10.9 shall control and supersede every other provision of the Bond Documents. The Bond Documents are contracts made under and shall be construed in accordance with and governed by the Administrative Agent laws of the State, except that if at any time the laws of the United States of America permit the Issuer to contract for, take, reserve, charge or receive a higher rate of interest than is allowed by the laws of the State (whether such federal laws directly so provide or refer to the law of any state), then such federal laws shall be conclusive for to such extent govern as to the purposes rate of such determinationinterest which the Issuer may contract for, take, reserve, charge or receive under the Bond Documents.

Limitations on Interest. If any provision of this 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 Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders any 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 the Lenders 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 the Lenders such Lender under Section 4.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders 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 the Lenders any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders such Lender to the Borrowers. Any amount or rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. If All agreements between and among any provision Borrower, any Guarantors, any other Loan Party and the Lenders and/or the Administrative Agent are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Lender for the use or the forbearance of the Indebtedness incurred hereunder exceed the maximum permissible under applicable law. As used herein the term "applicable law" shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this Agreement and the Notes issued hereunder shall be governed by such new law as of its effective date. In this regard it is expressly agreed that it is the intent of the Borrowers, 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 under any circumstances whatsoever, fulfillment of any provision hereof or of any of the other Loan Documents would obligate any Loan Party at the time performance of such provision shall be due shall involve transcending the limits of such validity prescribed by applicable law, then the obligation to make any payment of interest or other amount payable be fulfilled shall automatically be reduced to the Lenders in an limits of such validity, and if under or from any circumstance whatsoever the Administrative Agent or any Lender should ever receive as interest any amount or calculated at a rate which would exceed the highest lawful rate, such amount which would be prohibited by law or would result in a receipt excessive interest shall be applied to the reduction of the principal balance evidenced 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 Notes issued hereunder and not to the maximum amount or rate payment of interest. This provision shall control every other provision of all agreements between and among any Borrowers, as the case may beany Guarantors, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rateany other Loan Party, 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 Section 4.2, 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 permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for and the purposes of such determinationLenders.

Limitations on Interest. If any provision of this 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 Lenders in an amount 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 Section 4.2, 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 permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determinationdetermination 4.21

Limitations on Interest. If (a) It is the intention of the Bank and the Borrowers to conform strictly to any provision applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under any applicable law, then, in that event, notwithstanding anything to the contrary in this Promissory Note, the Security Documents or any other agreement entered into in connection with or as security for or guaranteeing the Loan Agreement or this Promissory Note, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received by the Bank under this Promissory Note, the Security Documents or under any other agreement entered into in connection with or as security for or guaranteeing the Loan Agreement or this Promissory Note shall under no circumstances exceed the Maximum Rate, and any excess shall be canceled automatically and, if theretofore paid, shall, at the option of the Bank, be credited by the Bank on the principal amount of any indebtedness owed to the Bank by the Borrowers or refunded by the Bank to the Borrowers; and (ii) in the event that the maturity of this Agreement Promissory Note is accelerated or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Bank may never include more than the Maximum Rate, and excess interest, if any, provided for in this Promissory Note, the Security Documents or otherwise shall be canceled automatically as of the other Loan Documents would obligate date of such acceleration or prepayment and, if theretofore paid, shall, at the option of the Bank, be credited by the Bank on the principal amount of any Loan Party indebtedness owed to make any payment of the Bank by the Borrowers or refunded by the Bank to the Borrowers. (b) Notwithstanding anything herein to the contrary, in no event will interest or other amount payable to the Lenders Bank exceed the Maximum Rate (after taking into account all charges payable to the Bank which constitute interest under such applicable law), but if any amount referred to in an amount or calculated at a rate this Promissory Note 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 payable to the maximum amount Bank but for the applicability of usury or rate other laws limiting the consideration payable to the Bank is not paid to the Bank as a result of interestthe applicability of such laws, as then interest on the case may be, as would not be so prohibited by law or so result in a receipt by outstanding principal balance of this Promissory Note payable to the Lenders of interest at a criminal rate, such adjustment to be effectedBank shall, to the extent necessarypermitted by the law, as follows: accrue at the Maximum Rate (1after taking into account all charges payable to the Bank which constitute interest under applicable law) firstly, until the total amount received by reducing the Bank equals the amount or rate of interest required to be paid to the Lenders under Section 4.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which it 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 permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an amount equal to had no 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determinationlaws been applicable.

Limitations on Interest. If any provision of this 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 Lenders Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a the receipt by the Lenders Administrative Agent or that Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisionsprovision, 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 the Lenders that Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1i) firstly, by reducing the amount or rate of interest required to be paid to the Lenders that Lender under Section 4.2, 2.9(a); and (2b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders affected Lender which would constitute “interest” 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 Administrative Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then the applicable Loan Parties Party shall be entitled, by notice in writing to the Administrative AgentAgent or the affected Lender, to obtain reimbursement from the Lenders Administrative Agent or that Lender in an amount equal to such excess andexcess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders that Lender to the Borrowerssuch Loan Party. Any amount or rate of interest referred to in this Section 4.20 2.13(e) 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Closing Date to the Maturity Revolving Credit Termination Date or, if all the Obligations are not irrevocably repaid on such date, such later date on which all of the Obligations of the Borrower are irrevocably paid and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. If any provision of this 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 Lenders any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by the Lenders that Lender of interest at a criminal rate (as such terms are construed under the Criminal Code CRIMINAL CODE (Canada)) then, notwithstanding such provisionsprovision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 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 the Lenders that Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1a) firstly, by reducing the amount or rate of interest required to be paid to the Lenders that Lender under Section 4.2, SUBSECTION 2.2(A); and (2b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders affected Lender which would constitute “interest” interest for purposes of Section 347 of the Criminal Code CRIMINAL CODE (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code CRIMINAL CODE (Canada), then the applicable Loan Parties Party shall be entitled, by notice in writing to the Administrative Agentaffected Lender, to obtain reimbursement from the Lenders that Lender in an amount equal to such excess andexcess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders that Lender to the Borrowerssuch Loan Party. Any amount or rate of interest referred to in this Section 4.20 SUBSECTION 2.2(C) 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 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 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 Effective Closing Date to the Maturity Termination Date or, if all the Obligations are not irrevocably repaid on such date, such later date on which all of the Obligations of Borrower are irrevocably paid and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. If any provision of this 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 Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lenders any 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 the Lenders 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 the Lenders such Lender under Section 4.2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders 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 the Lenders any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders such Lender to the Borrowers. Any amount or rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement RestatementFirst Amendment Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. If any provision of this Agreement or of any It is the intention of the other Loan Documents would obligate any Loan Party parties hereto to make any payment of interest or other amount payable conform strictly to applicable usury laws. Accordingly, all agreements between the Company and the Issuer with respect to the Lenders Bond Loan are hereby expressly limited so that in an amount no event, whether by reason of acceleration of maturity 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)) thenotherwise, 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 paid or rate of interest required agreed to be paid to the Lenders Issuer or charged by the Issuer for the use, forbearance or detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Bond Loan would be usurious under Section 4.2applicable law (including the laws of the State and the laws of the United States of America), then, notwithstanding anything to the contrary in the Bond Documents: (a) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under the Bond Documents shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Bond Loan and the Bonds by the holder thereof (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 therebyor, if the Lenders shall Bond Loan and the Bonds have received an amount been paid in excess of the maximum permitted by that section of the Criminal Code (Canada)full, the Loan Parties shall be entitled, by notice in writing refunded to the Administrative Agent, to obtain reimbursement from the Lenders in Company); and (b) if maturity is accelerated by reason of an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable election by the Lenders to Issuer or the Borrowers. Any amount Trustee, or rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a disputeany prepayment, a certificate then any consideration which constitutes interest may not include more than the maximum amount allowed by applicable law. In such case, excess interest, if any, provided for in the Bond Documents or otherwise, to the extent permitted by applicable law, shall be amortized, prorated, allocated and spread from the date of a Fellow 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 is not permitted under applicable law, then such excess interest shall be cancelled automatically as of the Canadian Institute date of Actuaries appointed such acceleration or prepayment and, if theretofore paid, shall be credited on the Bond Loan (or, if the Bond Loan and the Bonds have been paid in full, refunded to the Company). The terms and provisions of this Section 10.9 shall control and supersede every other provision of the Bond Documents. The Bond Documents (other than the Intercreditor Agreement and Collateral Agency Agreement) are contracts made under and shall be construed in accordance with and governed by the Administrative Agent laws of the State, except that if at any time the laws of the United States of America permit the Issuer to contract for, take, reserve, charge or receive a higher rate of interest than is allowed by the laws of the State (whether such federal laws directly so provide or refer to the law of any state), then such federal laws shall be conclusive for to such extent govern as to the purposes rate of such determinationinterest which the Issuer may contract for, take, reserve, charge or receive under the Bond Documents.

Limitations on Interest. If Notwithstanding any other provision of this Agreement Note, interest on the indebtedness evidenced by this Note is expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of this Note or otherwise, shall the interest contracted for, charged or received by the Payee exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provisions of this Note or of any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Payee shall ever receive anything of value as interest or deemed interest by applicable law under this Note or any other document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing under this Note or on account of any other Loan Documents would obligate any Loan Party indebtedness of the Maker to make any the Payee, and not to the payment of interest, or if such excessive interest or exceeds the unpaid balance of principal of this Note and such other amount payable indebtedness, such excess shall be refunded to the Lenders in Maker. In determining whether or not the interest paid or payable with respect to any indebtedness of the Maker to the Payee, under any specific contingency, exceeds the highest lawful rate, the Maker and the Payee shall, to the maximum extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount or calculated of interest 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 such indebtedness to the end that no such portion shall bear interest 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 Section 4.2, 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 greater than that permitted by that section applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Note and all other agreements between the Criminal Code (Canada), Maker and the Loan Parties shall be entitled, 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 rate of interest referred to in this Section 4.20 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 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 specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Restatement Effective Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such determinationPayee.