Common use of Limitations on Interest Clause in Contracts

Limitations on Interest. It being the intention of the parties hereto to strictly conform to the 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 no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid to the Secured 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 if 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, such 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, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph shall control all agreements between the Debtor and the Secured Party.

Limitations on Interest. It being the intention If any provision of this Agreement or of any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to the applicable usury lawsLenders 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, all agreements between notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the Debtor and maximum amount or rate of interest, as the Secured Partycase may be, whether now existing as would not be so prohibited by law or hereafter arising and whether written or oralso result in a receipt by the Lenders of interest at a criminal rate, are hereby expressly limited so that in no eventsuch adjustment to be effected, whether to the extent necessary, as follows: (1) firstly, by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paid, or agreed rate of interest required to be paid to the Secured 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 validityLenders under Section 4.2, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted (2) thereafter, by applicable lawreducing any fees, such 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 commissions, premiums and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed other amounts required to be paid to the Secured Party Lenders which would constitute “interest” for the use, forbearance or detention purposes of Section 347 of the indebtedness 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 Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed 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 law. The provisions Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of this paragraph “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 control all agreements between be conclusive for the Debtor and the Secured Party.purposes of such determination

Limitations on Interest. (a) It being is the intention of the parties hereto Lender and the Borrower to conform strictly conform to the any applicable usury laws. Accordingly, all agreements between if the Debtor and the Secured Party, whether now existing or hereafter arising and whether written or oral, are transactions contemplated hereby expressly limited so that in no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to would be paid to the Secured Party for the use, forbearance or detention of money hereunder or otherwise exceed the maximum rate permitted by usurious under any 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 factoin that event, notwithstanding anything to the contrary in this Note, the obligation to be fulfilled 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 reduced to the limit of such validitycanceled automatically and, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest theretofore paid, shall, at the maximum rate permitted option of the Lender, be credited by applicable law, such amount which would have been excessive interest shall instead automatically be applied to the reduction of Lender on the principal amount owing under of any indebtedness owed to the Note Lender by the Borrower or refunded by the Lender to the Borrower; and (ii) in the inverse order event that the maturity of its maturity and not this Note is accelerated or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the payment of Lender may never include more than the Maximum Rate, and excess interest, and if such amount which would have been excessive interest exceeds any, provided for in this Note, the unpaid balance of principal Security Documents or otherwise shall be canceled automatically as of the Notedate of such acceleration or prepayment and, such excess shall if theretofore paid, shall, at the option of the Lender, be refunded credited by the Lender on the principal amount of any indebtedness owed to the Debtor. All sums paid Lender by the Borrower or agreed to be paid refunded by the Lender to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph shall control all agreements between the Debtor and the Secured PartyBorrower.

Limitations on Interest. (a) It being is the intention of the parties hereto Lender and Borrower to confirm strictly conform to the any applicable usury laws. Accordingly, all agreements between if the Debtor and the Secured Partytransactions contemplated hereby would be usurious under any applicable, whether now existing or hereafter arising and whether written or oralthen, are hereby expressly limited so in that in no event, whether notwithstanding anything to the contrary in the Note, the Deed of Trust, the Loan 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 reason Lender under the Note, the Deed of acceleration 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 under no circumstances exceed the Maximum Rate (as defined in the Note and hereafter used), and any excess shall be cancelled automatically 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, and (ii) in the event that the maturity of the Note is accelerated or otherwise, shall in the amount paid, or agreed to be paid to the Secured 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 event of any provision hereof required or of permitted prepayment, then such consideration that constitutes interest under law applicable to Lender may never include more than the Note or of any mortgageMaximum Rate and excess interest, loan agreementif any, or other document evidencing or securing the indebtedness evidenced by provided for in the Note, the Deed of Trust, the Loan Agreement, or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall, at the time performance option of such provision shall Lender, be due, shall involve transcending the limit of validity prescribed credited by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if 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, such amount which would have been excessive interest shall instead automatically be applied to the reduction of Lender on the principal amount owing under the Note in the inverse order of its maturity and not any indebtedness owed to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be Lender by Borrower or refunded by Lender to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph shall control all agreements between the Debtor and the Secured PartyBorrower.

Limitations on Interest. It being the intention If any provision of this Agreement or of any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to the applicable usury lawsLenders 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, all agreements between notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the Debtor and maximum amount or rate of interest, as the Secured Partycase may be, whether now existing as would not be so prohibited by law or hereafter arising and whether written or oralso result in a receipt by the Lenders of interest at a criminal rate, are hereby expressly limited so that in no eventsuch adjustment to be effected, whether to the extent necessary, as follows: (1) firstly, by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paid, or agreed rate of interest required to be paid to the Secured 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 validityLenders under Section 4.2, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted (2) thereafter, by applicable lawreducing any fees, such 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 commissions, premiums and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed other amounts required to be paid to the Secured Party Lenders which would constitute “interest” for the use, forbearance or detention purposes of Section 347 of the indebtedness 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 Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed 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 law. The provisions Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of this paragraph “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 control all agreements between be conclusive for the Debtor purposes of such determination To induce the Agents and the Secured Party.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. It being the intention If any provision of this Agreement or of any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to the applicable usury lawsLenders 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, all agreements between notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the Debtor and maximum amount or rate of interest, as the Secured Partycase may be, whether now existing as would not be so prohibited by law or hereafter arising and whether written or oralso result in a receipt by the Lenders of interest at a criminal rate, are hereby expressly limited so that in no eventsuch adjustment to be effected, whether to the extent necessary, as follows: (1) firstly, by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paid, or agreed rate of interest required to be paid to the Secured 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 validityLenders under Section 4.2, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted (2) thereafter, by applicable lawreducing any fees, such 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 commissions, premiums and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed other amounts required to be paid to the Secured Party Lenders which would constitute “interest” for the use, forbearance or detention purposes of Section 347 of the indebtedness 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 Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed 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 law. The provisions Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of this paragraph “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 control all agreements between be conclusive for the Debtor and the Secured Party.purposes of such determination 4.21

Limitations on Interest. It being the intention If any provision of this Agreement or of any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to the applicable usury lawsLenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by any Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, all agreements between notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the Debtor and maximum amount or rate of interest, as the Secured Partycase may be, whether now existing as would not be so prohibited by law or hereafter arising and whether written or oralso result in a receipt by such Lender of interest at a criminal rate, are hereby expressly limited so that in no eventsuch adjustment to be effected, whether to the extent necessary, as follows: (1) firstly, by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paid, or agreed rate of interest required to be paid to the Secured 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 validityLender under Section 4.2, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted (2) thereafter, by applicable lawreducing any fees, such 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 commissions, premiums and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed other amounts required to be paid to the Secured Party such Lender which would constitute “interest” for the use, forbearance or detention purposes of Section 347 of the indebtedness Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed 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 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 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 lawLoan 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 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. The provisions of this paragraph shall control all agreements between the Debtor and the Secured Party.4.21

Limitations on Interest. It being the intention If any provision of this Agreement or of any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to the applicable usury lawsLenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by any Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, all agreements between notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the Debtor and maximum amount or rate of interest, as the Secured Partycase may be, whether now existing as would not be so prohibited by law or hereafter arising and whether written or oralso result in a receipt by such Lender of interest at a criminal rate, are hereby expressly limited so that in no eventsuch adjustment to be effected, whether to the extent necessary, as follows: (1) firstly, by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paid, or agreed rate of interest required to be paid to the Secured 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 validityLender under Section 4.2, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted (2) thereafter, by applicable lawreducing any fees, such 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 commissions, premiums and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed other amounts required to be paid to the Secured Party such Lender which would constitute “interest” for the use, forbearance or detention purposes of Section 347 of the indebtedness Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed 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 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 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 lawLoan 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. The provisions of this paragraph shall control all agreements between the Debtor and the Secured Party.-155-

Limitations on Interest. It being the intention of the parties hereto to strictly conform to the applicable usury laws, all All agreements between the Debtor Borrower and the Secured Party, whether now existing or hereafter arising ------------------------ Guarantors and whether written or oral, Lender are hereby expressly limited so that in no eventcontingency or event whatsoever, whether by reason of acceleration of the maturity of the Note indebtedness evidenced hereby or otherwise, shall the amount paid, paid or agreed to be paid to the Secured Party Lender for the use, use or the forbearance or detention of money hereunder or otherwise the indebtedness evidenced hereby exceed the maximum rate permitted by permissible under applicable law. If due 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 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 Borrower and Lender in the execution, delivery and acceptance of this Agreement and the Notes to contract in strict compliance with the laws of the State of Connecticut from time to time in effect. If, under or from any circumstance or reason whatsoever, fulfillment of any provision hereof or of any of the Note Loan Documents or of any mortgage, loan agreement, or other document evidencing or securing the indebtedness evidenced by the Note, Security Documents at the time of performance of such provision shall be due, shall involve transcending the limit of such validity prescribed by applicable law, then, ipso facto, then the obligation to be fulfilled shall automatically be reduced to the limit limits of such validity, and if the Secured Party shall under or from circumstances whatsoever Lender should ever receive anything of value deemed as interest under the applicable law an amount which would exceed interest at the maximum rate permitted by applicable lawhighest lawful rate, such amount which would have been be 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 balance evidenced hereby and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph This provision shall control every other provision of all agreements between the Debtor Borrower, Guarantors and the Secured PartyLender.

Limitations on Interest. It being the intention of the parties hereto to strictly conform to the applicable usury laws, all All agreements between the Debtor and among any Borrower, any Guarantors, any other Loan Party and the Secured Party, whether now existing or hereafter arising and whether written or oral, Lenders and/or the Administrative Agent are hereby expressly limited so that in no eventcontingency or event whatsoever, whether by reason of acceleration of the maturity of the Note Indebtedness evidenced hereby or otherwise, shall the amount paid, paid or agreed to be paid to the Secured Party any Lender for the use, use or the forbearance or detention of money the Indebtedness incurred hereunder or otherwise exceed the maximum rate permitted by 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 due to under any circumstance or reason circumstances whatsoever, fulfillment of any provision hereof or of any of the Note or of any mortgage, loan agreement, or other document evidencing or securing the indebtedness evidenced by the Note, Loan Documents at the time performance of such provision shall be due, due shall involve transcending the limit limits of such validity prescribed by applicable law, then, ipso facto, then the obligation to be fulfilled shall automatically be reduced to the limit limits of such validity, and if under or from any circumstance whatsoever the Secured Party shall Administrative Agent or any Lender should ever receive anything of value deemed as interest under the applicable law any amount which would exceed interest at the maximum rate permitted by applicable lawhighest lawful rate, such amount which would have been be excessive interest shall instead automatically be applied to the reduction of the principal amount owing under balance evidenced by the Note in the inverse order of its maturity Notes issued hereunder and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph This provision shall control every other provision of all agreements between and among any Borrowers, any Guarantors, any other Loan Party, the Debtor Administrative Agent and the Secured PartyLenders.

Limitations on Interest. It being is the intention of the parties hereto to conform strictly conform to the applicable usury laws. Accordingly, all agreements between the Debtor Company and the Secured Party, whether now existing or hereafter arising and whether written or oral, Issuer with respect to the Bond Loan are hereby expressly limited so that in no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid to the Secured 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 if 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, such 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, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party Issuer or charged by the Issuer for the use, forbearance or detention of the indebtedness money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Bond Loan would be usurious under applicable law (including the laws of the Debtor State and the laws of the United States of America), then, notwithstanding anything to the Secured Party shallcontrary 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 (or, if the Bond Loan and the Bonds have been paid in full, refunded to the Company); and (b) if maturity is accelerated by reason of an election by the Issuer or the Trustee, or in the event of any prepayment, 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 throughout from the date of advance until payment in full stated 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 date of such indebtedness 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 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 that provide or refer to the law of any state), then such federal laws shall to such extent govern as to the rate of interest on such indebtedness does not exceed which the maximum permitted by applicable law. The provisions of this paragraph shall control all agreements between Issuer may contract for, take, reserve, charge or receive under the Debtor and the Secured PartyBond Documents.

Limitations on Interest. It being is the intention of the parties hereto to conform strictly conform to the applicable usury laws. Accordingly, all agreements between the Debtor Company and the Secured Party, whether now existing or hereafter arising and whether written or oral, Issuer with respect to the Bond Loan are hereby expressly limited so that in no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid to the Secured 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 if 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, such 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, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party Issuer or charged by the Issuer for the use, forbearance or detention of the indebtedness money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Bond Loan would be usurious under applicable law (including the laws of the Debtor State and the laws of the United States of America), then, notwithstanding anything to the Secured Party shallcontrary 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 (or, if the Bond Loan and the Bonds have been paid in full, refunded to the Company); and (b) if maturity is accelerated by reason of an election by the Issuer or the Trustee, or in the event of any prepayment, 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 throughout from the date of advance until payment in full stated 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 date of such indebtedness 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 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 that provide or refer to the law of any state), then such federal laws shall to such extent govern as to the rate of interest on such indebtedness does not exceed which the maximum permitted by applicable law. The provisions of this paragraph shall control all agreements between Issuer may contract for, take, reserve, charge or receive under the Debtor and the Secured PartyBond Documents.

Limitations on Interest. It being the intention of the parties hereto to strictly conform to the applicable usury laws, all All agreements between and among the Debtor Borrower, any Guarantors, any other Loan Party and the Secured Party, whether now existing or hereafter arising and whether written or oral, Lenders and/or the Administrative Agent are hereby expressly limited so that in no eventcontingency or event whatsoever, whether by reason of acceleration of the maturity of the Note Indebtedness evidenced hereby or otherwise, shall the amount paid, paid or agreed to be paid to the Secured Party any Lender for the use, use or the forbearance or detention of money the Indebtedness incurred hereunder or otherwise exceed the maximum rate permitted by 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 due to under any circumstance or reason circumstances whatsoever, fulfillment of any provision hereof or of any of the Note or of any mortgage, loan agreement, or other document evidencing or securing the indebtedness evidenced by the Note, Loan Documents at the time performance of such provision shall be due, due shall involve transcending the limit limits of such validity prescribed by applicable law, then, ipso facto, then the obligation to be fulfilled shall automatically be reduced to the limit limits of such validity, and if under or from any circumstance whatsoever the Secured Party shall Administrative Agent or any Lender should ever receive anything of value deemed as interest under the applicable law any amount which would exceed interest at the maximum rate permitted by applicable lawhighest lawful rate, such amount which would have been be excessive interest shall instead automatically be applied to the reduction of the principal amount owing under balance evidenced by the Note in the inverse order of its maturity Notes issued hereunder and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph This provision shall control every other provision of all agreements between and among the Debtor Borrower, any Guarantors, any other Loan Party, the Administrative Agent and the Secured PartyLenders.

Limitations on Interest. It being Notwithstanding any other provision of this Note, interest on the intention of the parties hereto to strictly conform to the 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 indebtedness evidenced by this Note is expressly limited so that in no eventcontingency or event whatsoever, whether by reason of acceleration of the maturity of the this Note or otherwise, shall the amount paidinterest contracted for, charged or agreed to be paid to received by the Secured Party for the use, forbearance or detention of money hereunder or otherwise Payee exceed the maximum rate permitted by amount permissible under applicable law. If due to from any circumstance or reason whatsoever, circumstances whatsoever fulfillment of any provision hereof or provisions of the this Note or of any mortgage, loan agreement, or other document evidencing evidencing, securing or securing pertaining to the indebtedness evidenced by the Notehereby, 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 Secured Party Payee shall ever receive anything of value as interest or deemed interest under the by applicable law which under this Note or any other document evidencing, securing or pertaining to the indebtedness evidenced hereby or otherwise an amount that would exceed interest at the maximum rate permitted by applicable lawhighest lawful rate, such amount which that would have been be excessive interest shall instead automatically be applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of the Note in Maker to the inverse order of its maturity Payee, and not to the payment of interest, and or if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Notethis Note and such other indebtedness, such excess shall be refunded to the DebtorMaker. All sums In determining whether or not the interest paid or agreed payable with respect to be paid to the Secured Party for the use, forbearance or detention of the any indebtedness of the Debtor Maker to the Secured Party Payee, under any specific contingency, exceeds the highest lawful rate, the Maker and the Payee shall, to the maximum extent permitted by applicable law, be amortized(a) characterize any non-principal payment as an expense, proratedfee or premium rather than as interest, allocated (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest throughout the full stated 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 greater than that permitted by applicable law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of this Note and all other agreements between the Debtor Maker and the Secured PartyPayee.

Limitations on Interest. It being the intention If any provision of this Agreement or any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to the Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by applicable usury lawslaw or would result in the receipt by the Administrative Agent or that Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, all agreements between notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the Debtor and maximum amount or rate of interest, as the Secured Partycase may be, whether now existing as would not be so prohibited by applicable law or hereafter arising and whether written or oralso result in a receipt by that Lender of interest at a criminal rate, are hereby expressly limited so that in no eventsuch adjustment to be effected, whether to the extent necessary, as follows: (i) firstly, by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paidor rate of interest required to be paid to that Lender under Section 2.9(a); and (b) thereafter, or agreed by reducing any fees, commissions, premiums and other amounts required to be paid to the Secured Party affected Lender which would constitute interest for the use, forbearance or detention purposes 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 Section 347 of the Note or of any mortgage, loan agreement, or other document evidencing or securing Criminal Code (Canada). Notwithstanding 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 validityforegoing, and after giving effect to all adjustments contemplated thereby, if the Secured Party Administrative Agent or any Lender shall ever receive anything have received an amount in excess of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted by applicable law, such 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, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by that section of the Criminal Code (Canada), then the applicable lawLoan Party shall be entitled, by notice in writing to the Administrative Agent or the affected Lender, to obtain reimbursement from the Administrative Agent or that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to such Loan Party. The provisions Any amount or rate of interest referred to in this paragraph Section 2.13(e) shall control be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest 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 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 or, if all agreements between the Debtor and Obligations are not irrevocably repaid on such date, such later date on which all of the Secured PartyObligations 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. It being the intention If any provision of this Agreement or any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by that Lender of interest at a criminal rate (as such terms are construed under the CRIMINAL CODE (Canada)) then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the 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 usury lawslaw or so result in a receipt by that Lender of interest at a criminal rate, all agreements between such adjustment to be effected, to the Debtor and the Secured Partyextent necessary, whether now existing or hereafter arising and whether written or oralas follows: (a) firstly, are hereby expressly limited so that in no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paidor rate of interest required to be paid to that Lender under SUBSECTION 2.2(A); and (b) thereafter, or agreed by reducing any fees, commissions, premiums and other amounts required to be paid to the Secured Party affected Lender which would constitute interest for the use, forbearance or detention purposes 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 Section 347 of the Note or of any mortgage, loan agreement, or other document evidencing or securing CRIMINAL CODE (Canada). Notwithstanding 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 validityforegoing, and after giving effect to all adjustments contemplated thereby, if the Secured Party any Lender shall ever receive anything have received an amount in excess of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted by applicable law, such 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, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by that section of the CRIMINAL CODE (Canada), then the applicable lawLoan Party shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to such Loan Party. The provisions Any amount or rate of interest referred to in this paragraph SUBSECTION 2.2(C) shall control be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest 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 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 or, if all agreements between the Debtor and Obligations are not irrevocably repaid on such date, such later date on which all of the Secured PartyObligations 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 Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. It being the intention If any provision of this Agreement or of any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to the applicable usury lawsLenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by any Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, all agreements between notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the Debtor and maximum amount or rate of interest, as the Secured Partycase may be, whether now existing as would not be so prohibited by law or hereafter arising and whether written or oralso result in a receipt by such Lender of interest at a criminal rate, are hereby expressly limited so that in no eventsuch adjustment to be effected, whether to the extent necessary, as follows: (1) firstly, by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paid, or agreed rate of interest required to be paid to the Secured 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 validityLender under Section 4.2, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted (2) thereafter, by applicable lawreducing any fees, such 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 commissions, premiums and not to the payment of interest, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed other amounts required to be paid to the Secured Party such Lender which would constitute “interest” for the use, forbearance or detention purposes of Section 347 of the indebtedness Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed 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 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 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 lawLoan 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 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. The provisions of this paragraph shall control all agreements between the Debtor and the Secured Party.4.21

Limitations on Interest. It being the intention of the parties hereto to conform strictly conform to the 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 no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid to the Secured 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, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which that would exceed interest at the maximum rate permitted by applicable law, such amount which that 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, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout through the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph shall control all agreements between the Debtor and the Secured Party.

Limitations on Interest. It being the intention If any provision of this Agreement or any of the parties hereto other Loan Documents would obligate any Loan Party to strictly conform make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by that Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable usury lawslaw or so result in a receipt by that Lender of interest at a criminal rate, all agreements between such adjustment to be effected, to the Debtor and the Secured Partyextent necessary, whether now existing or hereafter arising and whether written or oralas follows: (a) firstly, are hereby expressly limited so that in no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall reducing the amount paidor rate of interest required to be paid to that Lender under subsection 2.2(A); and (b) thereafter, or agreed by reducing any fees, commissions, premiums and other amounts required to be paid to the Secured Party affected Lender which would constitute interest for the use, forbearance or detention purposes 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 Section 347 of the Note or of any mortgage, loan agreement, or other document evidencing or securing Criminal Code (Canada). Notwithstanding 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 validityforegoing, and after giving effect to all adjustments contemplated thereby, if the Secured Party any Lender shall ever receive anything have received an amount in excess of value deemed interest under the applicable law which would exceed interest at the maximum rate permitted by applicable law, such 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, and if such amount which would have been excessive interest exceeds the unpaid balance of principal of the Note, such excess shall be refunded to the Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by that section of the Criminal Code (Canada), then the applicable lawLoan Party shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to such Loan Party. The provisions Any amount or rate of interest referred to in this paragraph subsection 2.2(C) shall control be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest 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 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 or, if all agreements between the Debtor and Obligations are not irrevocably repaid on such date, such later date on which all of the Secured PartyObligations 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 Agent shall be conclusive for the purposes of such determination.

Limitations on Interest. (a) It being is the intention of the parties hereto Bank and the Borrowers to conform strictly conform to the any applicable usury laws. Accordingly, all agreements between if the Debtor and the Secured Party, whether now existing or hereafter arising and whether written or oral, are transactions contemplated hereby expressly limited so that in no event, whether by reason of acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to would be paid to the Secured Party for the use, forbearance or detention of money hereunder or otherwise exceed the maximum rate permitted by usurious under any 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 factoin that event, notwithstanding anything to the contrary in this Promissory Note, the obligation to be fulfilled 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 reduced to the limit of such validitycanceled automatically and, and if the Secured Party shall ever receive anything of value deemed interest under the applicable law which would exceed interest theretofore paid, shall, at the maximum rate permitted option of the Bank, be credited by applicable law, such amount which would have been excessive interest shall instead automatically be applied to the reduction of Bank on the principal amount owing under of any indebtedness owed to the Note Bank by the Borrowers or refunded by the Bank to the Borrowers; and (ii) in the inverse order event that the maturity of its maturity and not this 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 payment of Bank may never include more than the Maximum Rate, and excess interest, and if such amount which would have been excessive interest exceeds any, provided for in this Promissory Note, the unpaid balance of principal Security Documents or otherwise shall be canceled automatically as of the Notedate of such acceleration or prepayment and, such excess shall if theretofore paid, shall, at the option of the Bank, be refunded credited by the Bank on the principal amount of any indebtedness owed to the Debtor. All sums paid Bank by the Borrowers or agreed to be paid refunded by the Bank to the Secured Party for the use, forbearance or detention of the indebtedness of the Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of such indebtedness so that the rate of interest on such indebtedness does not exceed the maximum permitted by applicable law. The provisions of this paragraph shall control all agreements between the Debtor and the Secured PartyBorrowers.