Common use of Maximum Amount Clause in Contracts

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders Lender to conform strictly to the usury and similar laws relating to interest and the collection of other charges from time to time in force, and all agreements between the Loan Parties Borrower and their respective Subsidiaries and the LendersLender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders Lender as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) other charges hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersDebt, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyDebt, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding transcending the Maximum Amount, then, then ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest or other charges paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all charges and other sums paid or agreed to be paid hereunder to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced herebyDebt, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-ratedprorated, allocated and spread from the date of disbursement of the proceeds of the Loans this Note until payment in full of all of such Indebtednessthe Debt, so that the actual rate of interest on account of such Indebtedness the Debt is uniform through the term hereof. The terms and provisions of this Section 11.20(a) 5.4 shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans and the LendersLender. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount Loan Amount owing hereunder and any other obligation of the Loans and shall be treated as a voluntary prepayment under Section 2.10 Borrower in favor of Lender, and shall be so applied in accordance with Section 2.17 2.2 hereof, or if such excessive interest exceeds the unpaid balance of the Loans Loan Amount and any other Indebtedness obligation of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersBorrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-ratedprorated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.5(a) and shall be so applied in accordance with Section 2.17 2.11 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws (including the criminal rate provisions of the Criminal Code (Canada)) relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Finance Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.18(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.3 and shall be so applied in accordance with Section 2.17 therewith or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.17(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.5 and shall be so applied in accordance with Section 2.17 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersBorrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Requirement of Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.18(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Company, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso factoIPSO FACTO, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Company, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.Company. 131

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowersany Borrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers any Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements Loan Documents between any of the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers any Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to such Borrower. (c) Without limiting the Borrowersforegoing provisions of this Section 11.18, in no event shall the aggregate “interest” (as defined in Section 347 (the “Criminal Code Section”) of the Criminal Code (Canada)), payable to any Canadian Borrower Lender under this Agreement or any other Loan Document exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section on the “credit advanced” (as defined in such section) under this Agreement or any other Loan Document. Further, if any payment, collection or demand pursuant to this Agreement or any other Loan Document in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code Section, such payment, collection, or demand shall be deemed to have been made by mutual mistake of the affected Canadian Borrower Lender, and the Canadian Borrower and such “interest” 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 the Criminal Code Section so as to result in a receipt by such Canadian Borrower Lender of interest at a rate not in contravention of the Criminal Code Section, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amounts or rates of interest required to be paid to that Canadian Borrower Lender; and (ii) second, by reducing any fees, charges, expenses and other amounts required to be paid to the affected Canadian Borrower Lender that would constitute “interest”. Notwithstanding the foregoing, and after giving effect to all such adjustments, if any Canadian Borrower Lender shall have received an amount in excess of the maximum permitted by the Criminal Code Section, then the Canadian Borrower shall be entitled, by notice in writing to such affected Canadian Borrower Lender, to obtain reimbursement from such Canadian Borrower Lender in an amount equal to such excess.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.17(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender or any Affiliate of such Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.5 and shall be so applied in accordance with Section 2.17 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender or any Affiliate of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersBorrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Requirement of Law, be amortized, pro-ratedpro‑rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.17(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Requirement of Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.18(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) A. It is the intention of Holdings, U.S. Holdings, U.S. XxxXx the Borrowers Borrower, each Issuing Bank and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the LendersLenders and Issuing Bank, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the LendersLenders and Issuing Bank. (b) B. If under any circumstances any Lender or Issuing Bank shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.4A(i) and shall be so applied in accordance with Section 2.17 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such LenderLender or Issuing Bank, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (ai) It is The maximum amount of indemnifiable Losses that Seller as the intention Indemnifying Party shall be liable for, or that may be recovered by the Purchaser Indemnitees from Seller as an Indemnifying Party, in the aggregate, pursuant to Section 8.2(a) (other than with respect to breaches of the Borrowers Seller Fundamental Representations or Fraud of Seller in making the representations and warranties contained in Article III or the Lenders certificate delivered pursuant to conform strictly Section 6.2(d) shall be an amount equal to the usury and similar laws relating to interest from time to time in force$1,700,000 (such amount, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum AmountCap”). If under any circumstances whatsoever fulfillment the Cap is not sufficient to satisfy the aggregate amount of any provision hereofindemnifiable Losses pursuant to Section 8.2(a), or any the sole and exclusive recourse of the Purchaser Indemnitees with respect to such Losses exceeding the Cap (other Loan Documents, at than with respect to breaches of the time performance Seller Fundamental Representations or Fraud of such provision Seller in making the representations and warranties contained in Article III or the certificate delivered pursuant to Section 6.2(d)) shall be dueto seek recovery under the R&W Insurance Policy; provided, shall involve exceeding however, that with respect to indemnifiable Losses pursuant to Section 8.2(a) with respect to breaches of the Maximum Amount, then, ipso factoSeller Fundamental Representations or Fraud of Seller in making the representations and warranties contained in Article III or the certificate delivered pursuant to Section 6.2(d), the obligation to be fulfilled Purchaser Indemnitees shall be reduced to first seek recovery for such Losses under the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shallR&W Insurance Policy and, to the extent permitted by Applicable Lawcoverage is not provided under the R&W Insurance Policy, shall be amortizedentitled to recover such Losses from Seller. Following the Closing, pro-ratedPurchaser shall not amend, allocated and spread from the date of disbursement modify or waive any terms or conditions of the proceeds R&W Insurance Policy in an adverse manner to Seller, without the prior written consent of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the LendersSeller. (bii) If under any circumstances any Lender The maximum amount of indemnifiable Losses that Purchaser as the Indemnifying Party shall ever receive be liable for, or that may be recovered by the Seller Indemnitees from Purchaser as the Indemnifying Party, in the aggregate, pursuant to Section 8.3(a) (other than with respect to breaches of the Purchaser Fundamental Representations or Fraud of Purchaser in making the representations and warranties contained in Article IV or the certificate delivered pursuant to Section 6.3(c)) shall be an amount which would exceed the Maximum Amount, such equal to $1,700,000. (iii) The maximum amount of indemnifiable Losses that an Indemnifying Party shall be deemed a payment liable for, or that may be recovered by an Indemnified Party, in reduction of the principal amount of the Loans and aggregate pursuant to this Agreement shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersFinal Purchase Price.

Maximum Amount. (a) 8.13.1 It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Borrower to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) 8.13.2 If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 this Agreement hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective the Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersCompany to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Term Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection 9.13 shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Term Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Term Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 or if such excessive interest exceeds the unpaid balance of the Term Loans and any other Indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be promptly refunded to the BorrowersCompany.

Maximum Amount. (a) A. It is the intention of Holdings, the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of Holdings or the BorrowersBorrowers to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of Holdings or the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between Holdings, the Borrowers or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.6B(i) and shall be so applied in accordance with Section 2.17 subsection 2.6 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of Holdings or the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Holdings or the Borrowers, as applicable.

Maximum Amount. (a) A. It is the intention of Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx the Borrowers Borrowers, each Issuing Bank and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in forceforce (including the relevant provisions of the Criminal Code (Canada)), and all agreements between the Loan Parties and their respective Subsidiaries and the LendersLenders and Issuing Bank, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrowers to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum AmountAmount (in the case of any such reduction for the purpose of complying with the Criminal Code (Canada), first by reducing the amount or rate of interest and second by reducing any fees, commissions, costs, expenses, premiums and other amounts which would constitute “interest” for purposes of section 347 thereof). For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the LendersLenders and Issuing Bank. (b) B. If under any circumstances any Lender or Issuing Bank shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.4A(i) and shall be so applied in accordance with Section 2.17 2.4, hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers any Borrower in favor of such LenderLender or Issuing Bank, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Company, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum ---- ----- Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between Company, the Borrowers or any endorser of the Loans Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersCompany to Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) It is the intention of the Borrowers Maker and the Lenders Payee to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Maker and their respective Subsidiaries and the LendersPayee, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid paid-or agreed to be paid in the aggregate to the Lenders payee as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under finder the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under In the event, for any circumstances whatsoever fulfillment reason whatsoever, any payment by or act of Maker pursuant to the terms hereof or pursuant to any requirements of any provision hereof, hereof or any of the other Loan Documents, at the time performance of such provision Documents shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount result in payment of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, then ipso facto the obligation of Maker to pay interest or perform such amount act or requirement shall be reduced to the limit authorized under such Legal Requirements, so that in no event shall Maker be obligated to pay any interest, perform any act, or be bound by any requirement which would result in payment of interest in excess of a sum which is lawfully collectible, and all sums in excess of those lawfully collectible as interest shall, without further agreement or notice between or by any party hereto, be deemed a payment in reduction of the applied upon principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor immediately upon receipt of such Lendermoneys by payee, with the excess shall same force and effect as though Maker had specifically designated such sums to be deemed applied to have been a payment made by mistake and shall be refunded principal prepayment. Notwithstanding any provision herein to the Borrowers.contrary, however, no such application shall give rise to an obligation on the part of Maker to pay any prepayment premium, if any, payable pursuant to the Loan Documents. The provisions of this paragraph shall control every other provision of this Note

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Applicableapplicable Law, be amortized, pro-ratedpro‑rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) 8.11.1 It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute 85 interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Borrower to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) 8.11.2 If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 this Agreement hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Loan Parties and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers 158 Borrower in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (aA) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Borrowers, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Company, Administrative Agent and the Lenders.. 111 (bB) If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) A. It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Borrower, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersCompany to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection 10.13 shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Term Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.with

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Company, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Revolving Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Company, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Revolving Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4A(i), and shall be so applied in accordance with Section 2.17 subsection 2.4A(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Revolving Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise 136 designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersCompany to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Credit Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Credit Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Company to the Borrowers129 Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Credit Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof hereunder or under any other Credit Document for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced herebyhereby or by any other Credit Document, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Holdings, Company, or any of their respective Subsidiaries or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersBorrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Requirement of Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders.-166- (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) 8.13.1 It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Borrower to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum 115 Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) 8.13.2 If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 this Agreement hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders Lender to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the LendersLender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders Lender as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby indebtedness or other Obligations obligations of the BorrowersCompany to the Lender, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the LendersLender. (b) B. If under any circumstances any the Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Credit Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Credit Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Company to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Credit Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof hereunder or under any other Credit Document for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced herebyhereby or by any other Credit Document, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Holdings, Company, or any of their respective Subsidiaries or any endorser of the Loans Notes and the Lenders. [The remainder of this page is intentionally left blank. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.] 126 133

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersCompany to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Term Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection 9.13 shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Term Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Term Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 or if such excessive interest exceeds the unpaid balance of the Term Loans and any other Indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be promptly refunded to the BorrowersCompany.

Maximum Amount. (a) 11.28.1 It is the intention of the Borrowers expressly stipulated and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate intent of Borrowers and Lenders at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lenders as to contract for, charge, take, reserve or receive a greater amount of interest (whether or not designated as interestthan under state law) and that this paragraph shall control every other covenant and agreement in this Agreement, each Mortgage and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”)Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under any circumstances whatsoever fulfillment of any provision hereofthis Agreement, each Mortgage or any of the other Loan DocumentsDocuments or contracted for, at charged, taken, reserved or received with respect to the time performance Debt, or if Lenders' exercise of such provision the option to accelerate the Maturity Date or any prepayment by Borrowers results in Borrowers having paid any interest in excess of that permitted by applicable law, then it is Borrowers' and Lenders' express intent that all excess amounts theretofore collected by Lenders, shall be duecredited on the principal balance of the Notes and all other Debt and the provisions of this Agreement, shall involve exceeding each Mortgage and the Maximum Amountother Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, thenwithout the necessity of the execution of any new documents, ipso factoso as to comply with the applicable law, but so as to permit the obligation to be fulfilled shall be reduced to recovery of the Maximum Amountfullest amount otherwise called for hereunder or thereunder. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all All sums paid or agreed to be paid to the holder hereof Lenders, for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time Debt shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-ratedprorated, allocated and spread from throughout the date of disbursement full stated term of the proceeds of the Loans Debt until payment in full of all of such Indebtedness, so that the actual rate or amount of interest on account of such Indebtedness the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is uniform through outstanding. 11.28.2 Notwithstanding any provision to the term hereof. The terms and contrary contained in this Agreement, in no event shall the aggregate "interest" (as defined in Section 347 of the Criminal Code, R.S.C.,1985, c.46 as the same may be amended, replaced or re-enacted from time to time) payable by either Borrower under this Agreement in respect of the Canadian Loan exceed the effective annual rate of interest on the "credit advanced" (as defined in that section) under this Agreement in respect of the Canadian Loan lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement in respect of "interest" (as defined in that section) in respect of the Canadian Loan is determined to be contrary to the provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amountthat section, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 payment, collection or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess demand shall be deemed to have been a payment made by mutual mistake of Borrowers and Administrative Agent which received, collected or demanded such "interest" and the amount of such payment or collection shall be refunded to the Borrowersappropriate Borrower. For purposes of this paragraph, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term the Canadian Loan is outstanding on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of 163 170 Actuaries appointed by Administrative Agent will be conclusive for the purposes of such determination.

Maximum Amount. (a) A. It is the intention of the Borrowers Holdings and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between Holdings and the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of Holdings to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Holdings evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Term Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection 9.13 shall control and supersede every other provision of all agreements between the Borrowers Holdings or any endorser of the Loans Term Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Term Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 or if such excessive interest exceeds the unpaid balance of the Term Loans and any other Indebtedness of the Borrowers Holdings in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be promptly refunded to the BorrowersHoldings.

Maximum Amount. (a) A. It is the intention of Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the Borrowers Borrowers, each Issuing Bank and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in forceforce (including the relevant provisions of the Criminal Code (Canada)), and all agreements between the Loan Parties and their respective Subsidiaries and the LendersLenders and Issuing Bank, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrowers to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum AmountAmount (in the case of any such reduction for the purpose of complying with the Criminal Code (Canada), first by reducing the amount or rate of interest and second by reducing any fees, commissions, costs, expenses, premiums and other amounts which would constitute “interest” for purposes of section 347 thereof). For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the LendersLenders and Issuing Bank. (b) B. If under any circumstances any Lender or Issuing Bank shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.4A(i) and shall be so applied in accordance with Section 2.17 2.4, hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers any Borrower in favor of such LenderLender or Issuing Bank, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersBorrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a11.18(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between or among the Loan Parties and their respective Subsidiaries Borrowers, the Administrative Agent and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Credit Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Credit Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Banks for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between or among the Borrowers or any endorser of Borrowers, the Loans Administrative Agent and the Lenders. (b) If under any circumstances any Lender the Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 4.01(a), and shall be so applied in accordance with Section 2.17 4.01(a) or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lenderthe Lenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) A. It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Borrower, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the 132 141 aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the relevant Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the applicable Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 subsection 2.4B(i), or if such excessive interest amount exceeds the unpaid balance of the applicable Loans and any other Indebtedness of the Borrowers Borrower in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term therm hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum AmountAmount , such amount shall be deemed a payment in reduction of the principal amount of the Loans and and, notwithstanding anything to the contrary contained in subsection 2.4B(i), shall be treated as a voluntary prepayment under Section 2.10 such subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Credit Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Credit Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Company to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Credit Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof hereunder or under any other Credit Document for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced herebyhereby or by any other Credit Document, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Holdings, Company, or any of their respective Subsidiaries or any endorser of the Loans Notes and the Lenders. [The remainder of this page is intentionally left blank. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.] CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders Banks to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between or among the Loan Parties and their respective Subsidiaries Borrowers, the Administrative Agent and the LendersBanks, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders Banks or to Administrative Agent on behalf of the Banks as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Credit Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Credit Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Banks for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between or among the Borrowers or any endorser of Borrowers, the Loans Administrative Agent and the LendersBanks. (b) If under any circumstances any Lender the Banks shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 4.01(a), and shall be so applied in accordance with Section 2.17 4.01(a) or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lenderthe Banks, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.. * * *

Maximum Amount. (a) A. It is the intention of Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in forceforce (including the relevant provisions of the Criminal Code (Canada)), and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum AmountAmount (in the case of any such reduction for the purpose of complying with the Criminal Code (Canada), first by reducing the amount or rate of interest and second by reducing any fees, commissions, costs, expenses, premiums and other amounts which would constitute “interest” for purposes of section 347 thereof). For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.4A(i) and shall be so applied in accordance with Section 2.17 2.4, hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of the BorrowersCompany to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the Lenders. (b) . 159 171 B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.5B(i) and shall be so applied in accordance with Section 2.17 subsection 2.5 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable applicable Law, be amortized, pro-ratedpro‑rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) . If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) 4.4.1 It is the intention of the Borrowers Borrower and the Lenders Lender to conform strictly to the usury and similar laws relating to interest and the collection of other charges from time to time in force, and all agreements between the Loan Parties Borrower and their respective Subsidiaries and the LendersLender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders Lender as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) other charges hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersDocuments, or in any other document evidencing, securing evidencing or pertaining to the Indebtedness evidenced herebyDebt, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding transcending the Maximum Amount, then, then ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest or other charges paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all charges and other sums paid or agreed to be paid hereunder to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced herebyDebt, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-ratedprorated, allocated and spread from the date of disbursement of the proceeds of the Loans this Note until payment in full of all of such Indebtednessthe Debt, so that the actual rate of interest on account of such Indebtedness the Debt is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) 4.4.1 shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans and the LendersLender. (b) 4.4.2 If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount Loan Amount owing hereunder and any other obligation of the Loans and shall be treated as a voluntary prepayment under Section 2.10 Borrower in favor of Lender, and shall be so applied in accordance with Section 2.17 1.2 hereof, or if such excessive interest exceeds the unpaid balance of the Loans Loan Amount and any other Indebtedness obligation of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersCompany to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms terns and provisions of this Section 11.20(a) subsection 10.13 shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be promptly refunded to the BorrowersCompany.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws (including the criminal rate provisions of the Criminal Code (Canada)) relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Finance Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any 1 NTD: to discuss permission for tombstones, etc. provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.18(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.3 and shall be so applied in accordance with Section 2.17 therewith or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (aA) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Borrowers, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Company, Administrative Agent and the Lenders. (bB) If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) 4.3.1 It is the intention of the Borrowers Borrower and the Lenders Lender to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Borrower and their respective Subsidiaries and the LendersLender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders Lender as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersDebt, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyDebt, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding transcending the Maximum Amount, then, then ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced herebyDebt, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-ratedprorated, allocated and spread from the date of disbursement of the proceeds of the Loans this Note until payment in full of all of such Indebtednessthe Debt, so that the actual rate of interest on account of such Indebtedness the Debt is uniform through the term hereof. The terms and provisions of this Section 11.20(a) 4.3 shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans and the LendersLender. (b) 4.3.2 If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount Principal Amount owing hereunder and any other obligation of the Loans and shall be treated as a voluntary prepayment under Section 2.10 Borrower in favor of Lender, and shall be so applied in accordance with Section 2.17 2.1 hereof, or if such excessive interest exceeds the unpaid balance of the Loans this Note and any other Indebtedness obligation of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) 10.17 shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.12(a) and shall be so applied in accordance with Section 2.17 2.12(b) or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be promptly refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers ChipPAC, Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of ChipPAC or Company to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any -------------- circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers ChipPAC or Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans ChipPAC, Company and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 or subsection 2.4 hereof or, if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers ChipPAC or Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersChipPAC or Company, as applicable.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Company, Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Company, Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries Borrower and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby indebtedness or other Obligations obligations of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, hereby outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.4(b)(i) and shall be so applied in accordance with Section 2.17 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers BorrowersBorrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersBorrowersBorrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers BorrowersBorrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Requirement of Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a10.18(a) shall control and supersede every other provision of all agreements between the Borrowers BorrowersBorrower or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 2.12 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers BorrowersBorrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Company, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders 132 140 for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Company, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest amount exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection 10.18 shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders.. CREDIT AGREEMENT (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.11(a) and shall be so applied in accordance with Section 2.17 subsection 2.11(b) or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be promptly refunded to the Borrowers.Borrower. CREDIT AGREEMENT

Maximum Amount. (a) It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Credit Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Credit Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing evidencing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”"MAXIMUM AMOUNT"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Credit Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the SENIOR UNSECURED TERM LOAN AND GUARANTY AGREEMENT EXECUTION 838278-New York Server 7A 100 actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof hereunder or under any other Credit Document for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced herebyhereby or by any other Credit Document, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Term Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Holdings, Company, or any of their respective Subsidiaries or any endorser of the Loans Term Loan Notes and the Lenders. [The remainder of this page is intentionally left blank. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.] SENIOR UNSECURED TERM LOAN AND GUARANTY AGREEMENT EXECUTION 838278-New York Server 7A 101

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders Lender to conform strictly to the usury and similar laws relating to interest and the collection of other charges from time to time in force, and all agreements between the Loan Parties Borrower and their respective Subsidiaries and the LendersLender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders Lender as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) other charges hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersDebt, or in any other Other document evidencing, securing or pertaining to the Indebtedness evidenced herebyDebt, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding transcending the Maximum Amount, then, then ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest or other charges paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all charges and other sums paid or agreed to be paid hereunder to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced herebyDebt, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-ratedprorated, allocated and spread from the date of disbursement of the proceeds of the Loans this Note until payment in full of all of such Indebtednessthe Debt, so that the actual rate of interest on account of such Indebtedness the Debt is uniform through the term hereof. The terms and provisions of this Section 11.20(a) 5.4 shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans and the LendersLender. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount Loan Amount owing hereunder and any other obligation of the Loans and shall be treated as a voluntary prepayment under Section 2.10 Borrower in favor of Lender, and shall be so applied in accordance with Section 2.17 2.2 hereof, or if such excessive interest exceeds the unpaid balance of the Loans Loan Amount and any other Indebtedness obligation of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers ChipPAC, Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of ChipPAC or Company to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any -------------- circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers ChipPAC or Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans ChipPAC, Company and the Lenders.. 129 (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 or subsection 2.4 hereof or, if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers ChipPAC or Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersChipPAC or Company, as applicable.

Maximum Amount. (a) It is the intention of the Borrowers, any Non-Loan Party Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Borrowers, any Non-Loan Parties and their respective Subsidiaries Party Borrowers and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the any Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements Loan Documents between any of the Borrowers, any Non-Loan Party Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.7 and shall be so applied in accordance with Section 2.17 2.14 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers any Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to such Borrower. (c) Without limiting the Borrowersforegoing provisions of this Section 11.18, in no event shall the aggregate “interest” (as defined in Section 347 (the “Criminal Code Section”) of the Criminal Code (Canada)), payable to any Lender under this Agreement or any other Loan Document exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section on the “credit advanced” (as defined in such section) under this Agreement or any other Loan Document. Further, if any payment, collection or demand pursuant to this Agreement or any other Loan Document in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code Section, such payment, collection, or demand shall be deemed to have been made by mutual mistake of the affected Lender, and any Canadian Borrower and such “interest” 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 the Criminal Code Section so as to result in a receipt by such Lender of interest at a rate not in contravention of the Criminal Code Section, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amounts or rates of interest required to be paid to that Lender; and (ii) second, by reducing any fees, charges, expenses and other amounts required to be paid to the affected Lender that would constitute “interest”. Notwithstanding the foregoing, and after giving effect to all such adjustments, if any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code Section, then any such Canadian Borrower shall be entitled, by notice in writing to such affected Lender, to obtain reimbursement from such Lender in an amount equal to such excess.

Maximum Amount. (a) A. It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.7A(i) and shall be so applied in accordance with Section 2.17 2.7 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Company and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”``MAXIMUM AMOUNT''). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to ---- ----- be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between Company, the Borrowers or any endorser of the Loans Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest exceeds the unpaid balance of the Loans Loan and any other Indebtedness indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.Company. 137

Maximum Amount. (a) A. It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Borrower, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower, Administrative Agent and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.. EXECUTION

Maximum Amount. (a) A. It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”``MAXIMUM AMOUNT''). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Loan Parties and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.Borrower. 153

Maximum Amount. (a) 8.11.1 It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Borrower to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Note until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Note and the Lenders. (b) 8.11.2 If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans Loan and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 this Agreement hereof or if such excessive interest exceeds the unpaid balance of the Loans Loan and any other Indebtedness indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Credit Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Credit Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Company to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Credit Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof hereunder or under any other Credit Document for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced herebyhereby or by any other Credit Document, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Holdings, Company, or any of their respective Subsidiaries or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.

Maximum Amount. (a) It is the intention of the Borrowers expressly stipulated and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate intent of Borrower and Lenders at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lenders as to contract for, charge, take, reserve or receive a greater amount of interest (whether or not designated as interestthan under state law) and that this paragraph shall control every other covenant and agreement in this Agreement, each Mortgage and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”)Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under any circumstances whatsoever fulfillment of any provision hereofthis Agreement, each Mortgage or any of the other Loan DocumentsDocuments or contracted for, at charged, taken, reserved or received with respect to the time performance Debt, or if Lenders' exercise of such provision the option to accelerate the Maturity Date or any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower's and Lenders' express intent that all excess amounts theretofore collected by Lenders, shall be duecredited on the principal balance of the Notes and all other Debt and the provisions of this Agreement, shall involve exceeding each Mortgage and the Maximum Amountother Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, thenwithout the necessity of the execution of any new documents, ipso factoso as to comply with the applicable law, but so as to permit the obligation to be fulfilled shall be reduced to recovery of the Maximum Amountfullest amount otherwise called for hereunder or thereunder. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all All sums paid or agreed to be paid to the holder hereof Lenders, for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time Debt shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-ratedprorated, allocated and spread from throughout the date of disbursement full stated term of the proceeds of the Loans Debt until payment in full of all of such Indebtedness, so that the actual rate or amount of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would Debt does not exceed the Maximum Amount, such amount shall be deemed a payment maximum lawful rate from time to time in reduction of the principal amount of the Loans effect and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded applicable to the BorrowersDebt for so long as the Debt is outstanding.

Maximum Amount. (a) It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersBorrower, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.4 and shall be so applied in accordance with Section 2.17 2.11 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations indebtedness of Company to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) A. It is the intention of the Borrowers Borrower and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Borrower, Administrative Agent and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any circumstances whatsoever fulfillment of any provision hereof, or of any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof Lenders for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-pro rated, allocated and spread from the date of disbursement of the proceeds of the relevant Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through throughout the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans Borrower, Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the applicable Loans and shall be treated as a voluntary prepayment under Section 2.10 and shall be so applied in accordance with Section 2.17 subsection 2.4B(i), or if such excessive interest amount exceeds the unpaid balance of the applicable Loans and any other Indebtedness of the Borrowers Borrower in favor of such LenderLenders, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties Company and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders or to Administrative Agent on behalf of Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other security agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness indebtedness evidenced herebyhereby or thereby, exceed the maximum amount permissible under applicable usury or such other laws (the “``Maximum Amount”''). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder hereunder, in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Lawapplicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtednessindebtedness, so that the actual rate of interest on account of such Indebtedness indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between Company, the Borrowers or any endorser of the Loans Administrative Agent and the Lenders. (b) B. If under any circumstances any Lender Lenders shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i), and shall be so applied in accordance with Section 2.17 subsection 2.4B(iv) hereof, or if such excessive interest exceeds the unpaid balance of the Loans Loan and any other Indebtedness indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the Borrowers.Company. 144

Maximum Amount. (a) A. It is the intention of the Borrowers Company and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of Company to the BorrowersLenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “"Maximum Amount”"). If under any -------------- circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Company evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements between the Borrowers Company or any endorser of the Loans Notes and the Lenders. (b) B. If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 subsection 2.4B(i) and shall be so applied in accordance with Section 2.17 subsection 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Company in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersCompany.

Maximum Amount. (a) A. It is the intention of Holdings, the Borrowers Borrower, each Issuing Bank and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in forceforce (including the relevant provisions of the Criminal Code (Canada)), and all agreements between the Loan Parties and their respective Subsidiaries and the LendersLenders and Issuing Bank, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations obligations of the BorrowersBorrower to the Lenders, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum AmountAmount (in the case of any such reduction for the purpose of complying with the Criminal Code (Canada), first by reducing the amount or rate of interest and second by reducing any fees, commissions, costs, expenses, premiums and other amounts which would constitute “interest” for purposes of section 347 thereof). For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans Notes until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers Borrower or any endorser of the Loans Notes and the LendersLenders and Issuing Bank. (b) B. If under any circumstances any Lender or Issuing Bank shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.4A(i) and shall be so applied in accordance with Section 2.17 2.4 hereof or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers Borrower in favor of such LenderLender or Issuing Bank, the excess shall be deemed to have been a payment made by mistake and shall be refunded to the BorrowersBorrower.

Maximum Amount. (a) It is the intention of the Borrowers, any Non-Loan Party Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Borrowers, any Non-Loan Parties and their respective Subsidiaries Party Borrowers and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the BorrowersObligations, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the any Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) subsection shall control and supersede every other provision of all agreements Loan Documents between any of the Borrowers, any Non-Loan Party Borrowers or any endorser of the Loans Notes and the Lenders. (b) If under any circumstances any Lender shall ever receive an amount which would exceed the Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the Loans and shall be treated as a voluntary prepayment under Section 2.10 2.7 and shall be so applied in accordance with Section 2.17 2.14 or if such excessive interest exceeds the unpaid balance of the Loans and any other Indebtedness of the Borrowers any Borrower in favor of such Lender, the excess shall be deemed to have been a payment made by mistake and shall be refunded to such Borrower. (c) Without limiting the Borrowersforegoing provisions of this Section 11.18, in no event shall the aggregate “interest” (as defined in Section 347 (the “Criminal Code Section”) of the Criminal Code (Canada)), payable to any Lender under this Agreement or any other Loan Document exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section on the “credit advanced” (as defined in such section) under this Agreement or any other Loan Document. Further, if any payment, collection or demand pursuant to this Agreement or any other Loan Document in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code Section, such payment, collection, or demand shall be deemed to have been made by mutual mistake of the affected Lender, and any Canadian Borrower and such “interest” 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 the Criminal Code Section so as to result in a receipt by such Lender of interest at a rate not in contravention of the Criminal Code Section, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amounts or rates of interest required to be paid to that Lender; and (ii) second, by reducing any fees, charges, expenses and other amounts required to be paid to the affected Lender that would constitute “interest”. Notwithstanding the foregoing, and after giving effect to all such adjustments, if any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code Section, then any such Canadian Borrower shall be entitled, by notice in writing to such affected Lender, to obtain reimbursement from such Lender in an amount equal to such excess.