Common use of Maximum Interest Clause in Contracts

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

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted forLoan Documents, charged in no contingency or received under applicable federal or state law (such maximum rate being herein called event whatsoever shall the “Highest Lawful Rate”). If the effective rate aggregate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies all amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent or any Lender pursuant to the Originator under terms of this Subordinated Note Agreement or any of the other Loan Documents and that are made for deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law (the “Maximum Rate”). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by any Obligor of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or Lenders to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall any Obligor be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Obligor stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to the Obligors, it being the intent of the parties hereto not to enter into an usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and neither Agent nor any Lender intends to collect any unearned Interest in the event of any such acceleration. Each Obligor recognizes that, with fluctuations in the rates of interest set forth in this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by each Obligor of such Excess, and (ii) each Obligor shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which not any amount Excess has been outstanding hereunder contracted for, charged or received by Agent or any Lender, all interest Interest at any time contracted for, charged or received by the Originator from any Obligor in connection herewithwith any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If at any time Obligors, Agent and from time Lenders shall, to time the maximum extent permitted under Applicable Law, (i) the amount of interest payable to the Originator on characterize any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence non-principal payment as an expense, fee or premium rather than as Interest and (ii) in respect exclude voluntary prepayments and the effects thereof. The provisions of any subsequent interest computation period the amount of interest otherwise payable to the Originator would this Section 3.10 shall be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue deemed to be computed at incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by any Obligor and all figures set forth therein shall, for the Originator’s Maximum Permissible Rate until sole purpose of computing the total amount extent of interest payable Obligations, be automatically recomputed by the Obligors, and by any court considering the same, to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving give effect to the provisions of the foregoing sentenceadjustments or credits required by this Section 3.10.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate charges or other amounts that may be are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under applicable federal or state law Applicable Law (such “interest”) exceed the highest rate permissible under Applicable Law (“maximum rate being herein called the “Highest Lawful Raterate”). If If, in any month, any interest rate, absent the effective foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would otherwise be payable under this Subordinated Note would exceed have accrued if it had not been limited by the Highest Lawful Ratemaximum rate. If, or if upon Full Payment of the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase Obligations, the effective rate total amount of interest payable by actually paid under the Buyer Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under this Subordinated Note to a rate in excess of the Highest Lawful RateLoan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest which that would otherwise be payable by have been charged if the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Lawmaximum rate had been in effect at all times, and or (ii) any unearned the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid by under the Buyer Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest paid by the Buyer in excess of the Highest Lawful Rate maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to the BuyerBorrowers. Without limitation of the foregoing, all calculations of the rate of In determining whether any excess interest contracted for, has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLoan Documents shall, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted)Applicable Law, by amortizingbe amortized, prorating prorated, allocated and spreading spread in equal parts during throughout the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full term of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceObligations.

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

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

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

Maximum Interest. Notwithstanding The provisions of this Security Deed and of all agreements between Grantor and Grantee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid ("Interest"), to Grantee for the use, forbearance or retention of the money loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Grantor and Grantee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Grantee shall ever receive anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate of value deemed Interest by applicable law in excess of the maximum nonusurious interest rate that may lawful amount, an amount equal to any excessive Interest shall be contracted forapplied to the reduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or at the option of Grantee be paid over to Grantor, charged and not to the payment of Interest. All Interest (including any amounts or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are payments deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note be Interest) paid or agreed to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced paid to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeGrantee shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full period until payment in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions principal balance of the foregoing sentenceNote so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This paragraph will control all agreements between Grantor and Grantee.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate charges or other amounts that may be are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under applicable federal or state law Applicable Law (such “interest”) exceed the highest rate permissible under Applicable Law (“maximum rate being herein called the “Highest Lawful Raterate”). If If, in any month, any interest rate, absent the effective foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would otherwise be payable under this Subordinated Note would exceed have accrued if it had not been limited by the Highest Lawful Ratemaximum rate. If, or if upon payment in full, in cash, of the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase Obligations, the effective rate total amount of interest payable by actually paid under the Buyer Loan Documents is less than the total amount of interest that would, but for this Section 3.10, have accrued under this Subordinated Note to a rate in excess of the Highest Lawful RateLoan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest which that would otherwise be payable by have been charged if the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Lawmaximum rate had been in effect at all times, and or (ii) any unearned the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid by under the Buyer Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest paid by the Buyer in excess of the Highest Lawful Rate maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon payment in full, in cash of the Obligations, any balance shall be refunded to the BuyerBorrowers. Without limitation of the foregoing, all calculations of the rate of In determining whether any excess interest contracted for, has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLoan Documents shall, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted)Applicable Law, by amortizingbe amortized, prorating prorated, allocated and spreading spread in equal parts during throughout the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full term of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceObligations.

Maximum Interest. Notwithstanding anything The provisions of this Mortgage and of all agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in this Subordinated no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid (“Interest”) to Mortgagee for the contraryuse, forbearance or retention of the money loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Mortgagor and Mortgagee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the Buyer obligation to be performed or fulfilled shall never be required reduced to pay unearned interest on such limit, and if, from any amount outstanding hereunder and circumstance whatsoever, Mortgagee shall never be required to pay interest on the principal amount outstanding hereunder at a rate ever receive anything of value deemed Interest by applicable law in excess of the maximum nonusurious interest rate that may lawful amount, an amount equal to any excessive Interest shall be contracted forapplied to the reduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, charged at the option of Mortgagee, be paid over to Mortgagor, and not to the payment of Interest. All Interest (including any amounts or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are payments deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note be Interest) paid or agreed to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced paid to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeMortgagee shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full period until payment in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions principal balance of the foregoing sentenceNote so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Mortgagor and Mortgagee.

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

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

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contrarycontrary contained in any Loan Document, the Buyer interest paid or agreed to be paid under the Loan Documents shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of not exceed the maximum nonusurious rate of non-usurious interest rate that may be contracted for, charged or received under applicable federal or state law permitted by Applicable Law (such “maximum rate being herein called the “Highest Lawful Raterate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, Agent or if the holder of this Subordinated Note any Lender shall receive any unearned interest or in an amount that exceeds the maximum rate, the excess interest shall receive monies that are deemed be applied to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess principal of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess Obligations of the Highest Lawful Rate shall be Borrower Group to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower Group. In determining whether the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate Agent or a Lender exceeds the Highest Lawful Rate applicable to the Originator (maximum rate, such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madePerson may, to the extent permitted by usury laws applicable to Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread in equal or unequal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Domiciled Obligor to make any payment of interest with respect to the Originator shall equal Canadian Facility Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the total amount receipt of interest with respect to the Canadian Facility Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Canadian Facility Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid by the Canadian Domiciled Obligors to the applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Domiciled Obligors to the applicable recipient which would have been payable constitute interest with respect to the Originator if Canadian Facility Obligations for purposes of Section 347 of the total amount of interest had been computed without Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the provisions applicable recipient shall have received an amount in excess of the foregoing sentencemaximum permitted by that section of the Criminal Code (Canada), then the Canadian Domiciled Obligors shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and, pending such reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable Canadian Domiciled Obligor. Any amount or rate of interest with respect to the Canadian Facility Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Loans to the Canadian Borrower remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro rated over that period of time and otherwise be pro rated over the period from the Original Agreement Closing Date to the date of Full Payment of the Canadian Facility Obligations, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

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

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contrarycontrary contained in any Loan Document, the Buyer interest paid or agreed to be paid under the Loan Documents shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of not exceed the maximum nonusurious rate of non-usurious interest rate that may be contracted for, charged or received under applicable federal or state law permitted by Applicable Law (such “maximum rate being herein called the “Highest Lawful Raterate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, Agent or if the holder of this Subordinated Note any Lender shall receive any unearned interest or in an amount that exceeds the maximum rate, the excess interest shall receive monies that are deemed be applied to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess principal of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess Obligations of the Highest Lawful Rate shall be Borrower to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower. In determining whether the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate Agent or a Lender exceeds the Highest Lawful Rate applicable to the Originator (maximum rate, such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madePerson may, to the extent permitted by usury laws applicable to Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread in equal or unequal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Loan Party to make any payment of interest with respect to the Originator shall equal Canadian Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the total amount receipt of interest with respect to the Canadian Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Canadian Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid by the Canadian Loan Parties to the applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Loan Parties to the applicable recipient which would have been payable constitute interest with respect to the Originator if Canadian Obligations for purposes of Section 347 of the total amount of interest had been computed without Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the provisions applicable recipient shall have received an amount in excess of the foregoing sentencemaximum permitted by that section of the Criminal Code (Canada), then Canadian Loan Parties shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable Canadian Loan Party. Any amount or rate of interest with respect to the Canadian Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Revolver Loans to any Canadian Borrower remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the date of Full Payment of the Canadian Obligations, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer Obligations of the Borrower to each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable federal or state law (such maximum rate being lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive and any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced credited to the amount allowed Borrower by Applicable Lawsuch Lender (or, and (ii) any unearned interest if such consideration shall have been paid by the Buyer or any interest paid by the Buyer in full, such excess of the Highest Lawful Rate shall be promptly refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether Borrower to such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.2, charged or received by together with any other fees and expenses payable pursuant to this Agreement and the Originator in connection herewith. If at any time other Loan Documents and from time to time (i) the deemed interest under applicable law, exceeds that amount of interest payable to the Originator on any date shall be computed that would have accrued at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Highest Lawful Rate, then the amount of interest payable and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the Originator contrary in respect of such subsequent interest computation period shall continue this Agreement, to be computed that amount that would have accrued at the Originator’s Maximum Permissible Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been payable to received but for the Originator if the total amount effect of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 10.18.

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

Maximum Interest. Notwithstanding anything in this Subordinated Note herein to the contrary, if at any time the Buyer shall never be required interest rate applicable to pay unearned any Loan or any extension of credit under the Loan Documents, together with all fees, charges and other amounts that are treated as interest on any amount outstanding hereunder and such Loan or extension of credit under Applicable Law (collectively, “Charges”), shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of exceed the maximum nonusurious interest lawful rate (the “Maximum Rate”) that may be contracted for, charged charged, taken, received or received under applicable federal reserved by any Lender, Agent or state law (such maximum rate being herein called Issuing Bank in accordance with Applicable Law, the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by hereunder, together with all Charges payable in respect thereof, shall be limited to the Buyer under this Subordinated Note to Maximum Rate. To the extent lawful, the interest and Charges that would have been paid in respect of such Loan or extension of credit but were not paid as a rate in excess result of the Highest Lawful Rateoperation of this subsection shall be cumulated and the interest and Charges payable to such Lender, then Agent or Issuing Bank shall be increased (i) but not above the amount of collectible at the Maximum Rate therefor) until such cumulated amount, together with interest which would otherwise be payable by thereon at the Buyer under this Subordinated Note shall be reduced Federal Funds Rate for each day to the date of repayment, shall have been received by such Lender, Agent or Issuing Bank. Any amount allowed collected by Applicable Lawsuch Lender, and (ii) any unearned interest paid by Agent or Issuing Bank that exceeds the Buyer or any interest paid by maximum amount collectible at the Buyer in excess of the Highest Lawful Maximum Rate shall be applied to the reduction of the principal balance of such Loan or extension of credit or refunded to Borrowers so that at no time shall the Buyerinterest and Charges paid or payable in respect of such Loan or extension of credit exceed the maximum amount collectible at the Maximum Rate. Without limitation To the extent Chapter 303 of the foregoingTexas Finance Code is relevant to such Lender, all calculations of the rate of interest contracted for, charged Agent or received by the Originator under this Subordinated Note that are made Issuing Bank for the purpose purposes of determining whether the Maximum Rate, such rate exceeds Lender, Agent or Issuing Bank may elect to determine the Highest Lawful Maximum Rate applicable under the Texas Finance Code pursuant to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and weekly ceiling” from time to time (i) the amount of interest payable in effect, as referred to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions in Chapter 303 of the foregoing sentence and (ii) in respect Texas Finance Code; subject, however, to any right such Lender, Agent or Issuing Bank subsequently may have under Applicable Law to change the method of any subsequent interest computation period determining the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

Maximum Interest. Notwithstanding The provisions of this Mortgage and of all agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid ("Interest"), to Mortgagee for the use, forbearance or retention of the money loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Mortgagor and Mortgagee shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Mortgagee shall ever receive anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate of value deemed Interest by applicable law in excess of the maximum nonusurious interest rate that may lawful amount, an amount equal to any excessive Interest shall be contracted forapplied to the reduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or at the option of Mortgagee be paid over to Mortgagor, charged and not to the payment of Interest. All Interest (including any amounts or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are payments deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note be Interest) paid or agreed to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced paid to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeMortgagee shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full period until payment in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions principal balance of the foregoing sentenceNote so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This paragraph will control all agreements between Mortgagor and Mortgagee.

Maximum Interest. Notwithstanding anything in this Subordinated Note any provision to the contrarycontrary contained herein or in any other Loan Instrument, the Buyer Lenders shall never be required to pay unearned not collect a rate of interest on any amount outstanding hereunder obligation or liability due and shall never be required owing by Borrowers to pay interest on the principal amount outstanding hereunder at a rate Lenders in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective contract rate of interest which would otherwise permitted by applicable law ("Excess Interest"). Lenders and Borrowers agree that the interest laws of the State of Arizona govern the relationship among them, but in the event of a final adjudication to the contrary, Borrowers shall be payable under this Subordinated Note would exceed the Highest Lawful Rateobligated to pay, or if the holder of this Subordinated Note nunc pro tunc, to Lenders only such interest as then shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable be permitted by the Buyer under laws of the state found to govern the contract relationship among Lenders and Borrower. If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Subordinated Note Loan Agreement or any other Loan Instrument, then in such event (i) no Obligor shall be obligated to a rate pay such Excess Interest, (ii) any Excess Interest collected by Lenders shall be, at Lenders' option, (A) applied to the Principal Balance or to accrued and unpaid interest not in excess of the Highest Lawful Ratemaximum rate permitted by applicable law or (B) refunded to the payor thereof, then (iiii) the amount of interest which would otherwise be payable by rates provided for herein (collectively, the Buyer under this Subordinated Note "Stated Rate") shall be automatically reduced to the amount maximum rate allowed by Applicable Lawfrom time to time under applicable law (the "Maximum Rate") and this Loan Agreement and the other Loan Instruments, as applicable, shall be deemed to have been, and shall be, modified to reflect such reduction, and (iiiv) neither any unearned interest paid by the Buyer or Borrower nor any interest paid by the Buyer in excess other Obligor shall have any action against Lenders for any damages arising out of the Highest Lawful payment or collection of such Excess Interest; provided, however, that if at any time thereafter the Stated Rate shall be refunded to is less than the Buyer. Without limitation of the foregoingMaximum Rate, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBorrowers shall, to the extent permitted by usury laws applicable law, continue to pay interest at the Maximum Rate until such time as the total interest received by Lenders is equal to the Originator total interest which Lenders would have received had the Stated Rate been (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during but for the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (ioperation of this provision) the amount of interest rate payable. Thereafter, the interest rate payable to the Originator on any date shall be computed at the Originator’s Stated Rate unless and until the Stated Rate again exceeds the Maximum Permissible Rate pursuant to Rate, in which event the provisions of the foregoing sentence and (ii) contained in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period this subsection 2.4.3 shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceagain apply.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer Lenders shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligations any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, each Borrower Party and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLenders shall, to the maximum extent permitted by usury laws under applicable to Law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall equal refund to the total applicable Borrower Party the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable Law” shall mean the Law in effect as of the date hereof; provided, however, that in the event there is a change in the Law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new Law as of its effective date.

Maximum Interest. Notwithstanding It is the intention of the parties hereto that the Agent and each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to the Agent or any Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to the Agent or such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in this Subordinated Note to Agreement or any other Loan Document or any agreement entered into in connection with or as security for the contraryObligations, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then it is agreed as follows: (i) the amount aggregate of all consideration which constitutes interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced law applicable to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer Agent or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest Lender that is contracted for, taken, reserved, charged or received by the Originator Agent or such Lender under this Subordinated Note Agreement or any other Loan Document or agreements or otherwise in connection with the Obligations shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by the Agent or such Lender on the principal amount of the Obligations (or, to the extent that are made for the purpose principal amount of determining whether the Obligations shall have been or would thereby be paid in full, refunded by the Agent or such rate exceeds Lender, as applicable, to the Highest Lawful Rate Borrower); and (ii) in the event that the maturity of the Obligations is accelerated by reason of any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Originator (Agent or any Lender may never include more than the maximum amount allowed by such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be madecanceled automatically by the Agent or such Lender, as applicable, as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the Agent or such Lender, as applicable, on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by the Agent or such Lender to the Borrower). All sums paid or agreed to be paid to the Agent or any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by usury laws law applicable to the Originator (now Agent or hereafter enacted)such Lender, be amortized, prorated, allocated and spread throughout the full term of the Loan until payment in full so that the rate or amount of interest on account of the Loan hereunder does not exceed the maximum amount allowed by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewithsuch applicable law. If at any an time and from time to time (ix) the amount of interest payable to the Originator Agent or any Lender on any date shall be computed at the Originator’s Maximum Permissible Highest Lawful Rate applicable to the Agent or such Lender pursuant to the provisions of the foregoing sentence this Section 12.19 and (iiy) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator Agent or such Lender would be less than the amount of interest payable to the Originator Agent or such Lender computed at the Originator’s Maximum Permissible RateHighest Lawful Rate applicable to the Agent or such Lender, then the amount of interest payable to the Originator Agent or such Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Highest Lawful Rate applicable to the Agent or such Lender until the total amount of interest payable to the Originator Agent or such Lender shall equal the total amount of interest which would have been payable to the Originator Agent or such Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 12.19.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate charges, or other amounts that may be are contracted for, charged charged, or received by the Agent and the Lenders pursuant to any Loan Documents and that are deemed interest under applicable federal or state law Applicable Law (such “interest”) exceed the highest rate permissible under Applicable Law (“maximum rate being herein called the “Highest Lawful Raterate”). If If, in any month, any interest rate, absent the effective foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would otherwise be payable under this Subordinated Note would exceed have accrued if it had not been limited by the Highest Lawful Ratemaximum rate. If, or if upon Full Payment of the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase Obligations, the effective rate total amount of interest payable actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Buyer under this Subordinated Note to a rate in excess Agent, for the account of the Highest Lawful RateLenders, then (a) the lesser of (i) the amount of interest which that would otherwise be payable by have been charged if the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and maximum rate had been in effect at all times or (ii) any unearned the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid by under the Buyer Loan Documents. If a court of competent jurisdiction determines that the Agent or any Lender has received interest paid by the Buyer in excess of the Highest Lawful Rate maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations other than interest (regardless of any erroneous application thereof by the Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to the BuyerBorrowers. Without limitation of the foregoing, all calculations of the rate of In determining whether any excess interest contracted for, has been charged or received by the Originator under this Subordinated Note that are made for Agent or any Lender, all interest at any time charged or received from the purpose of determining whether such rate exceeds Borrowers in connection with the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLoan Documents shall, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted)Applicable Law, by amortizingbe amortized, prorating prorated, allocated, and spreading spread in equal parts during throughout the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full term of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceObligations.

Maximum Interest. Notwithstanding anything The provisions of this Deed of Trust and of all agreements between Grantor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in this Subordinated no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid ("Interest") to Beneficiary for the contraryuse, forbearance or retention of the money loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Grantor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the Buyer obligation to be performed or fulfilled shall never be required reduced to pay unearned interest on such limit, and if, from any amount outstanding hereunder and circumstance whatsoever, Beneficiary shall never be required to pay interest on the principal amount outstanding hereunder at a rate ever receive anything of value deemed Interest by applicable law in excess of the maximum nonusurious interest rate that may lawful amount, an amount equal to any excessive Interest shall be contracted forapplied to the reduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, charged at the option of Beneficiary, be paid over to Grantor, and not to the payment of Interest. All Interest (including any amounts or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are payments deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note be Interest) paid or agreed to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced paid to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBeneficiary shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full period until payment in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions principal balance of the foregoing sentenceNote so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Grantor and Beneficiary.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contrarycontrary contained in any Loan Document, the Buyer interest paid or agreed to be paid under the Loan Documents shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of not exceed the maximum nonusurious rate of non-usurious interest rate that may be contracted for, charged or received under applicable federal or state law permitted by Applicable Law (such “maximum rate being herein called the “Highest Lawful Raterate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, Agent or if the holder of this Subordinated Note any Lender shall receive any unearned interest or in an amount that exceeds the maximum rate, the excess interest shall receive monies that are deemed be applied to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess principal of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess Obligations of the Highest Lawful Rate shall be Borrower to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower. In determining whether the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate Agent or a Lender exceeds the Highest Lawful Rate applicable to the Originator (maximum rate, such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madePerson may, to the extent permitted by usury laws applicable to Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread in equal or unequal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Domiciled Loan Party to make any payment of interest with respect to the Originator shall equal Canadian Facility Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the total amount receipt of interest with respect to the Canadian Facility Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Canadian Facility Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid by the Canadian Facility Loan Parties to the applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Facility Loan Parties to the applicable recipient which would have been payable constitute interest with respect to the Originator if Canadian Facility Obligations for purposes of Section 347 of the total amount of interest had been computed without Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the provisions applicable recipient shall have received an amount in excess of the foregoing sentencemaximum permitted by that section of the Criminal Code (Canada), then the Canadian Facility Loan Parties shall be entitled, by notice in writing to the Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable Canadian Facility Loan Party. Any amount or rate of interest with respect to the Canadian Facility Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolver Loans to the Canadian Borrower remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the date of Full Payment of the Canadian Facility Obligations, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such determination.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer obligations of the Borrower to the Administrative Agent and each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to the Administrative Agent or such Lender limiting rates of interest on any amount outstanding hereunder which may be charged or collected by the Administrative Agent or such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess state laws of the maximum nonusurious interest rate that United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to the Administrative Agent or a Lender then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by the Administrative Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable federal or state law (such maximum rate being lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”). If , and any excess shall be credited to the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable Borrower by the Buyer under this Subordinated Note to a rate Administrative Agent or such Lender (or, if such consideration shall have been paid in full, such excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to the Administrative Agent or such Lender for the use, forbearance and detention of the foregoing, all calculations Indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable Borrower to the Originator (Administrative Agent or such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such Indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 4.1 together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, charged or received by exceeds that amount which would have accrued at the Originator in connection herewith. If at any time and from time to time (i) Highest Lawful Rate, the amount of interest payable and any such fees to accrue to the Originator on any date Administrative Agent or such Lender pursuant to this Agreement shall be computed limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Originator’s Maximum Permissible Rate Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Administrative Agent or such Lender pursuant to this Agreement below the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which would have been payable accrued to the Originator Administrative Agent or such Lender if a varying rate per annum equal to the total interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of interest had fees which would have been computed without giving received but for the effect to the provisions of the foregoing sentencethis Section.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer Lenders shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligations any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that the Lenders ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase Borrower and the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLenders shall, to the maximum extent permitted by usury laws under applicable to law: (a) characterize any non-principal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Lenders shall equal refund to the total Borrower the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligations and, in such event, the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contrarycontrary contained in any Loan Document, the Buyer interest paid or agreed to be paid under the Loan Documents shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of not exceed the maximum nonusurious rate of non-usurious interest rate that may be contracted for, charged or received under applicable federal or state law permitted by Applicable Law (such “maximum rate being herein called the “Highest Lawful Raterate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, Agent or if the holder of this Subordinated Note any Lender shall receive any unearned interest or in an amount that exceeds the maximum rate, the excess interest shall receive monies that are deemed be applied to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess principal of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess Obligations of the Highest Lawful Rate shall be Borrower Group to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower Group. In determining whether the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate Agent or a Lender exceeds the Highest Lawful Rate applicable to the Originator (maximum rate, such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madePerson may, to the extent permitted by usury laws applicable to Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread in equal or unequal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the contemplated term of the Obligations hereunder. Without limiting the generality of the foregoing provisions of this Section 3.10, if any provision of any of the Loan Documents would obligate any Canadian Domiciled Obligor to make any payment of interest with respect to the Originator shall equal Canadian Facility Obligations in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in the total amount receipt of interest with respect to the Canadian Facility Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Canadian Facility Obligations at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid by the Canadian Domiciled Obligors to the applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid by the Canadian Domiciled Obligors to the applicable recipient which would have been payable constitute interest with respect to the Originator if Canadian Facility Obligations for purposes of Section 347 of the total amount of interest had been computed without Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the provisions applicable recipient shall have received an amount in excess of the foregoing sentencemaximum permitted by that section of the Criminal Code (Canada), then Canadian Domiciled Obligors shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable Canadian Domiciled Obligor. Any amount or rate of interest with respect to the Canadian Facility Obligations referred to in this Section 3.10 shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Canadian Revolver Loan to Canadian Borrower remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the period from the Closing Date to the date of Full Payment of the Canadian Facility Obligations, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

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

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer a Funding Party shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligations any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that a Funding Party ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, each Borrower Party and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeFunding Parties shall, to the maximum extent permitted by usury laws under applicable to law: (a) characterize any non-principal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the applicable Funding Party shall equal refund to the total applicable Borrower Party the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Interest. (a) In no event shall the interest charged with respect to the Loans, the Notes or any other Obligations of any Credit Party under the Loan Documents exceed the maximum amount permitted under the laws of the jurisdiction whose law is specified as the governing law of this document pursuant to Section 11.10 or of any other applicable jurisdiction. For the purposes of making any such determination hereunder, the Loans hereunder shall be deemed a single loan in the amount of the Commitments. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned rate of interest on payable for the account of any amount outstanding Lender hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law any other Loan Document (such maximum rate being herein called the “Highest Stated Rate”) would exceed the highest rate of interest permitted under any applicable law to be charged by such Lender (the “Maximum Lawful Rate”). If , then for so long as the effective rate of interest which Maximum Lawful Rate would otherwise be payable under this Subordinated Note would exceed so exceeded, the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by for the Buyer under this Subordinated Note account of such Lender shall be equal to a rate in excess of the Highest Maximum Lawful Rate; provided that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBorrower shall, to the extent permitted by usury laws law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (c) In no event shall the total interest received by any Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender. (d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received Maximum Lawful Rate divided by the Originator number of days in connection herewith. the year in which such calculation is made. (e) If at any time and from time Lender has received interest hereunder in excess of the Maximum Lawful Rate with respect to time (i) the such Lender, such excess amount of interest payable shall be applied to the Originator on any date reduction of the outstanding principal balance of its Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be computed at the Originator’s Maximum Permissible Rate pursuant paid to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceBorrower.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on Agreement or any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted forother Financing Documents, charged in no contingency or received under applicable federal or state law (such maximum rate being herein called event whatsoever shall the “Highest Lawful Rate”). If the effective rate aggregate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies all amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Lender pursuant to the Originator under terms of this Subordinated Note Agreement or any of the other Financing Documents and that are made for deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Financing Documents or the exercise by Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Financing Documents, or the prepayment by Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as "Interest") in excess of the Maximum Rate and in no event shall Borrower be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received in excess of the Maximum Rate ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and Lender does not intend to collect any unearned interest in the event of any such acceleration. Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Lender hereunder or under any of the other Financing Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by Applicable Law. By the execution of this Agreement, Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall not seek or pursue any other remedy, legal or equitable, against Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which not any amount Excess has been outstanding hereunder contracted for, charged or received by Lender, all interest at any time contracted for, charged or received by the Originator from Borrower in connection herewithwith any of the Financing Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If at any time Borrower and from time Lender shall, to time the maximum extent permitted under Applicable Law, (i) the amount of interest payable to the Originator on characterize any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence non-principal payment as an expense, fee or premium rather than as Interest and (ii) in respect exclude voluntary prepayments and the effects thereof. The provisions of any subsequent interest computation period the amount of interest otherwise payable to the Originator would this Section 2.6 shall be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue deemed to be computed at incorporated into every DIP Financing Document (whether or not any provision of this Section is referred to therein). All such Financing Documents and communications relating to any Interest owed by Borrower, and all figures set forth therein shall, for the Originator’s Maximum Permissible Rate until sole purpose of computing the total amount extent of interest payable Obligations, be automatically recomputed by Borrower, and by any court considering the same, to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving give effect to the provisions of the foregoing sentenceadjustments or credits required by this Section 2.6.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer Lenders shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligations any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, each Borrower Party and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLenders shall, to the maximum extent permitted by usury laws under applicable to Law: (a) characterize any non-principal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall equal refund to the total applicable Borrower Party the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable Law” shall mean the Law in effect as of the Closing Date; provided, however, that in the event there is a change in Law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new Law as of its effective date.

Maximum Interest. (a) In no event shall the interest charged with respect to any Loan or any other obligations of Borrower hereunder exceed the maximum amount permitted under the Laws of the State of New York or of any other applicable jurisdiction. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned rate of interest on payable for the account of any amount outstanding Lender hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged by such Lender (the “Maximum Lawful Rate”). If , then for so long as the effective rate of interest which Maximum Lawful Rate would otherwise be payable under this Subordinated Note would exceed so exceeded, the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by for the Buyer under this Subordinated Note account of such Lender shall be equal to a rate in excess of the Highest Maximum Lawful Rate; provided that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBorrower shall, to the extent permitted by usury laws applicable Law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the Originator total interest that such Lender would have received had the Stated Rate been (now or hereafter enacted)but for the operation of this provision) the interest rate payable. Thereafter, by amortizingthe interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, prorating and spreading in equal parts during which event this provision shall again apply. (c) In no event shall the actual period during which any amount has been outstanding hereunder all total interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) Lender exceed the amount that such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. (d) If any Lender has received interest hereunder in excess of interest payable the Maximum Lawful Rate, such excess amount shall be applied to the Originator on any date reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be computed at the Originator’s Maximum Permissible Rate pursuant paid to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceBorrower.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws, and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer Obligations of the Borrower to each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under applicable federal this Agreement, or state law (under any other Loan Document or otherwise in connection with this Agreement by such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable Lender shall under this Subordinated Note would no circumstances exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive and any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced credited to the amount allowed Borrower by Applicable Lawsuch Lender (or, and (ii) any unearned interest if such consideration shall have been paid by the Buyer or any interest paid by the Buyer in full, such excess of the Highest Lawful Rate shall be promptly refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether Borrower to such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.02, charged or received by together with any other fees and expenses payable pursuant to this Agreement and the Originator in connection herewith. If at any time other Loan Documents and from time to time (i) the deemed interest under applicable law, exceeds that amount of interest payable to the Originator on any date shall be computed that would have accrued at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Highest Lawful Rate, then the amount of interest payable and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the Originator contrary in respect of such subsequent interest computation period shall continue this Agreement, to be computed that amount that would have accrued at the Originator’s Maximum Permissible Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been payable to received but for the Originator if the total amount effect of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 12.12.

Maximum Interest. (a) In no event shall the interest charged with respect to any Loan or any other obligations of Borrower hereunder exceed the maximum amount permitted under the Laws of the State of New York or of any other applicable jurisdiction. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned rate of interest on payable for the account of any amount outstanding Lender hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged by such Lender (the “Maximum Lawful Rate”). If , then for so long as the effective rate of interest which Maximum Lawful Rate would otherwise be payable under this Subordinated Note would exceed so exceeded, the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by for the Buyer under this Subordinated Note account of such Lender shall be equal to a rate in excess of the Highest Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBorrower shall, to the extent permitted by usury laws applicable Law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the Originator total interest which such Lender would have received had the Stated Rate been (now or hereafter enacted)but for the operation of this provision) the interest rate payable. Thereafter, by amortizingthe interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, prorating and spreading in equal parts during which event this provision shall again apply. (c) Notwithstanding the actual period during which any amount has been outstanding hereunder all foregoing, in no event shall the total interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. (d) If any Lender has received interest hereunder in excess of interest payable the Maximum Lawful Rate, such excess amount shall be applied to the Originator on any date reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be computed at the Originator’s Maximum Permissible Rate pursuant paid to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceBorrower.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer Obligations of the Borrower to each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under Applicable Law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all consideration that constitutes interest under Applicable Law that is contracted for, charged or received under applicable federal this Agreement, or state law under any other Loan Document or otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the maximum amount of interest allowed by Applicable Law (such maximum rate being lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive and any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced credited to the amount allowed Borrower by Applicable Lawsuch Lender (or, and (ii) any unearned interest if such consideration shall have been paid by the Buyer or any interest paid by the Buyer in full, such excess of the Highest Lawful Rate shall be promptly refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether Borrower to such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to Applicable Law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.2, charged or received by together with any other fees and expenses payable pursuant to this Agreement and the Originator in connection herewith. If at any time other Loan Documents and from time to time (i) the deemed interest under Applicable Law, exceeds that amount of interest payable to the Originator on any date shall be computed that would have accrued at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Highest Lawful Rate, then the amount of interest payable and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the Originator contrary in respect of such subsequent interest computation period shall continue this Agreement, to be computed that amount that would have accrued at the Originator’s Maximum Permissible Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been payable to received but for the Originator if the total amount effect of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 10.18.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer Obligations of the Borrower to each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 10.18 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable federal or state law (such maximum rate being lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive and any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced credited to the amount allowed Borrower by Applicable Lawsuch Lender (or, and (ii) any unearned interest if such consideration shall have been paid by the Buyer or any interest paid by the Buyer in full, such excess of the Highest Lawful Rate shall be promptly refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether Borrower to such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.3, charged or received by together with any other fees and expenses payable pursuant to this Agreement and the Originator in connection herewith. If at any time other Loan Documents and from time to time (i) the deemed interest under applicable law, exceeds that amount of interest payable to the Originator on any date shall be computed that would have accrued at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Highest Lawful Rate, then the amount of interest payable and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the Originator contrary in respect of such subsequent interest computation period shall continue this Agreement, to be computed that amount that would have accrued at the Originator’s Maximum Permissible Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees that would have been payable to received but for the Originator if the total amount effect of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 10.18.

Maximum Interest. Notwithstanding anything in this Subordinated Note any provision to the contrarycontrary contained herein or in any other Loan Instrument, the Buyer Lender shall never be required to pay unearned not collect a rate of interest on any amount outstanding hereunder obligation or liability due and shall never be required owing by Borrower to pay interest on the principal amount outstanding hereunder at a rate Lender in excess of the maximum nonusurious contract rate of interest rate that may be contracted for, charged or received under permitted by applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”"Excess Interest"). If the effective rate any Excess Interest is provided for or determined by a court of interest which would otherwise be payable under competent jurisdiction to have been provided for in this Subordinated Note would exceed the Highest Lawful Rate, Loan Agreement or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rateother Loan Instrument, then in such event (i) the amount of interest which would otherwise Borrower shall not be payable by the Buyer under this Subordinated Note shall be reduced obligated to the amount allowed by Applicable Lawpay such Excess Interest, and (ii) any unearned interest paid Excess Interest collected by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate Lender shall be refunded to the Buyer. Without limitation of payor thereof, (iii) the foregoing, all calculations of interest rates provided for herein (collectively the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible "Stated Rate”") shall be madeautomatically reduced to the maximum rate allowed from time to time under applicable law (the "Maximum Rate") and this Loan Agreement and the other Loan Instruments, as applicable, shall be deemed to have been, and shall be, modified to reflect such reduction, and (iv) Borrower shall not have any action against Lender for any damages arising out of the payment or collection of such Excess Interest; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Rate, Borrower shall, to the extent permitted by usury laws applicable law, continue to pay interest at the Maximum Rate until such time as the total interest received by Lender is equal to the Originator total interest which Lender would have received had the Stated Rate been (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during but for the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (ioperation of this provision) the amount of interest rate payable. Thereafter, the interest rate payable to the Originator on any date shall be computed at the Originator’s Stated Rate unless and until the Stated Rate again exceeds the Maximum Permissible Rate pursuant to Rate, in which event the provisions of the foregoing sentence and (ii) contained in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period this subsection 2.3.3 again shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceapply.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate charges or other amounts that may be are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under applicable federal or state law Applicable Law (such “interest”) exceed the highest rate permissible under Applicable Law (“maximum rate being herein called the “Highest Lawful Raterate”). If If, in any month, any interest rate, absent the effective foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would otherwise be payable under this Subordinated Note would exceed have accrued if it had not been limited by the Highest Lawful Ratemaximum rate. If, or if upon Full Payment of the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase Obligations, the effective rate total amount of interest payable by actually paid under the Buyer Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under this Subordinated Note to a rate in excess of the Highest Lawful RateLoan Documents, then Borrower shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest which that would otherwise be payable by have been charged if the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Lawmaximum rate had been in effect at all times, and or (ii) any unearned the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid by under the Buyer Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest paid by the Buyer in excess of the Highest Lawful Rate maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to the BuyerBorrower. Without limitation of the foregoing, all calculations of the rate of In determining whether any excess interest contracted for, has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrower in connection with the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLoan Documents shall, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted)Applicable Law, by amortizingbe amortized, prorating prorated, allocated and spreading spread in equal parts during throughout the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full term of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceObligations.

Maximum Interest. (A) Notwithstanding anything to the contrary in this Subordinated Note to the contraryAgreement or otherwise, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) if at any time the amount of interest which computed on the basis of an Applicable Annual Rate or a Default Rate would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to exceed the amount allowed by Applicable Law, and (ii) any unearned of such interest paid by computed upon the Buyer or any interest paid by the Buyer in excess basis of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the maximum rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now state or hereafter enacted), by amortizing, prorating and spreading federal law in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and effect from time to time hereafter (i) the amount of "Maximum Legal Rate"), the interest payable to the Originator on any date under this Agreement shall be computed at upon the Originator’s Maximum Permissible Rate pursuant to the provisions basis of the foregoing sentence and (ii) in respect of Maximum Legal Rate, but any subsequent reduction in such Applicable Annual Rate or Default Rate, as applicable, shall not reduce such interest computation period thereafter payable hereunder below the amount computed on the basis of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Legal Rate until the total aggregate amount of such interest accrued and payable to the Originator shall equal under this Agreement equals the total amount of interest which would have been payable to the Originator accrued if the total amount of such interest had been at all times computed without giving solely on the basis of an Applicable Annual Rate or Default Rate, as applicable; and (ii) unless preempted by federal law, an Applicable Annual Rate or Default Rate, as applicable, from time to time in effect hereunder may not exceed the "weekly ceiling" from time to time in effect under Chapter 303 of the Texas Finance Code (Vernon's Texas Code Annotated), as amended from time to time (as amended, the "Texas Finance Code"). If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the provisions maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the foregoing sentenceeffective date of such amendment, and all interest charges owing to Lender by reason thereof shall be payable in accordance with Section 3.2.2 hereof.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer Lenders shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligations any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that the Lenders ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the Borrowers. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase Borrower Parties and the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLenders shall, to the maximum extent permitted by usury laws applicable to under Applicable Law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, the Lenders shall equal refund to the total Borrowers the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligations and, in such event, the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “Applicable Law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

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

Maximum Interest. (a) In no event shall the interest charged with respect to the Notes or any other obligations of the Company under the Financing Documents exceed the maximum amount permitted under the laws of the State of Georgia or of any other applicable jurisdiction. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable for the account of any Lender hereunder or under any Note or other Financing Document (the "STATED RATE") would exceed the highest rate of interest permitted under any applicable law to be charged by such Lender (the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate"MAXIMUM LAWFUL RATE"), then (i) for so long as the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Maximum Lawful Rate shall would be refunded to the Buyer. Without limitation of the foregoingso exceeded, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made payable for the purpose account of determining whether such rate exceeds the Highest Lawful Rate applicable Lender shall be equal to the Originator (such Highest Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate being herein called is less than the “Originator’s Maximum Permissible Lawful Rate”) shall be made, the Company shall, to the extent permitted by usury laws law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (c) In no event shall the total interest received by any Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender. (d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received Maximum Lawful Rate divided by the Originator number of days in connection herewith. the year in which such calculation is made. (e) If at any time and from time Lender has received interest hereunder in excess of the Maximum Lawful Rate with respect to time (i) the such Lender, such excess amount of interest payable shall be applied to the Originator on any date reduction of the principal balance of its Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be computed at the Originator’s Maximum Permissible Rate pursuant paid to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceCompany.

Maximum Interest. Notwithstanding anything (a) Anything in this Subordinated Agreement or the Bank Note to the contrarycontrary notwithstanding, the Buyer Authority shall never be required to pay unearned interest on any amount outstanding hereunder Advance or the Bank Note and shall never be required to pay interest on any Advance or the principal amount outstanding hereunder Bank Note at a rate in excess of the maximum nonusurious interest rate that may may, under applicable federal law and applicable state law (including specifically Chapter 1204, Texas Government Code, as amended), be contracted for, charged or received under applicable federal or state law such laws (such maximum non-usurious interest rate being herein called the “Highest Lawful Rate”). If , and if the effective rate of interest which would otherwise be payable under this Subordinated Agreement and the Bank Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note Bank shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer Authority on any Advance under this Subordinated Agreement and the Bank Note to a rate in excess of the Highest Lawful Rate, then then (i) the amount of interest which would otherwise be payable by the Buyer Authority on any Advance under this Subordinated Agreement and the Bank Note shall be reduced to the amount allowed by Applicable Lawapplicable law, and (ii) any unearned interest paid by the Buyer Authority or any interest paid by the Buyer Authority in excess of the Highest Lawful Rate shall shall, at the option of the Bank, be either refunded to the BuyerAuthority or credited on the principal of the applicable Advance and the Bank Note. Without It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator Bank on any Advance under the Bank Note, or under this Subordinated Note that Agreement, are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) Bank, and shall be made, to the extent permitted by usury laws applicable to the Originator Bank (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder of the full stated term of the applicable Advances, evidenced by the Bank Note, all interest at any time contracted for, charged or received by the Originator Bank in connection herewiththerewith. If at any time and from time to time (i) the amount of interest payable to the Originator Bank on any date shall be computed at the Originator’s Maximum Permissible Highest Lawful Rate pursuant to the provisions of the foregoing sentence this Section 3.4 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator Bank would be less than the amount of interest payable to the Originator Bank computed at the Originator’s Maximum Permissible Highest Lawful Rate, then to the extent permitted by law the amount of interest payable to the Originator Bank in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Highest Lawful Rate until the total amount of interest payable to the Originator Bank shall equal the total amount of interest which would have been payable to the Originator Bank if the total amount of interest had been computed without giving effect to this Section 3.4 and shall continue to be payable, but in no event beyond the provisions Maximum Maturity Date until the Bank has been paid in full for all such amounts. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Authority and the Bank shall, to the maximum extent permitted under usury laws applicable to the Bank (now or hereafter enacted), (i) characterize any non-principal payment as an expense, fee or premium rather than as interest and (ii) exclude voluntary prepayments and effects thereof. Notwithstanding anything to the contrary contained herein, if any fee or interest payable hereunder is calculated on a basis other than a year of 365 or 366 days (as the foregoing sentencecase may be), and if such calculation would result in usurious rate, then such fees and interest shall be calculated on a per annum basis of a year of 365 or 366 days, as the case may be. (b) Chapter 346, Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not apply to this Agreement or the Bank Note.

Maximum Interest. Notwithstanding anything in this Subordinated It is expressly stipulated and agreed to be the intent of Borrowers and Additional Borrowers and Lender at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the indebtedness evidenced by the Note or any other Loan Document (or applicable United States federal law to the contraryextent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the Buyer shall never be required applicable law is ever judicially interpreted so as to pay unearned interest on render usurious any amount outstanding hereunder (a) contracted for, charged, taken, reserved or received pursuant to the Note, any of the other Loan Documents or any other communication or writing by or between Borrowers and shall never be required Additional Borrowers and Lender related to pay interest on the principal amount outstanding hereunder at a rate transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Lender's exercise of the option to accelerate the maturity of the Note and/or any and all indebtedness paid or payable by Borrowers and Additional Borrowers to Lender pursuant to any Loan Document other than the Note, or (c) Borrowers or Additional Borrowers will have paid or Lender will have received by reason of any prepayment by Borrowers and Additional Borrowers of the Note, then it is Borrowers and Additional Borrowers' and Lender's express intent that all amounts charged in excess of the maximum nonusurious interest rate that may Maximum Lawful Rate shall be contracted forautomatically canceled, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rateab initio, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate and all amounts in excess of the Highest Maximum Lawful RateRate theretofore collected by Lender shall be credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of the Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then (i) the Borrowers and Additional Borrowers and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Maximum Lawful Rate Rate, either refund such excess interest to Borrowers and Additional Borrowers and/or credit such excess interest against the Note then owing by Borrowers and Additional Borrowers to Lender. Borrowers and Additional Borrowers hereby agree that as a condition precedent to any claim or counterclaim (in which event such proceeding shall be refunded abated for such time period) seeking usury penalties against Lender, Borrowers and Additional Borrowers will provide written notice to the Buyer. Without limitation Lender, advising Lender in reasonable detail of the foregoing, all calculations nature and amount of the rate violation, and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrowers and Additional Borrowers or crediting such excess interest against the Note to which the alleged violation relates. All sums contracted for, charged charged, taken, reserved or received by the Originator under this Subordinated Note that are made Lender for the purpose use, forbearance or detention of determining whether such rate exceeds any debt evidenced by the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeNote shall, to the extent permitted by usury laws applicable to law, be amortized or spread, using the Originator actuarial 18 7435458 v3 (now 78055.00044.000) method, throughout the stated term of the Note (including any and all renewal and extension periods) until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during amount of interest on account of the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by Note does not exceed the Originator in connection herewith. If at any time and Maximum Lawful Rate from time to time (i) the amount of interest payable in effect and applicable to the Originator on any date Note for so long as debt is outstanding. In no event shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of Chapter 346 of the foregoing sentence Texas Finance Code which regulates certain revolving credit loan accounts and (ii) revolving triparty accounts apply to the Note. Notwithstanding anything to the contrary contained herein or in respect any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed that has not accrued at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect time of such subsequent acceleration or to collect unearned interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount time of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencesuch acceleration.

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

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

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

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer Lenders shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligation any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower or the applicable Qualified Borrower. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, Borrower and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLenders shall, to the maximum extent permitted by usury laws under applicable to law: ( a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligation so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligation is paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall equal refund to Borrower or the total applicable Qualified Borrower the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligation and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to Agreement or any other agreement or document executed in connection herewith, in no contingency or event whatsoever shall the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess aggregate of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies all amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Capital pursuant to the Originator under terms of this Subordinated Note Agreement or any other Loan Documents and that are made for deemed interest under applicable law exceed the highest rate permissible under any applicable law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Capital of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Capital to charge or receive in any event, interest or any charges, amounts premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as "Interest") in excess of the maximum rate allowable under applicable law and in no event shall Borrower be obligated to pay Interest exceeding such maximum rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the maximum rate allowable under applicable law shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such maximum rate. If any Interest is charged or received in excess of the maximum rate allowable under applicable law ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and Capital does not intend to collect any unearned interest in the event of any such acceleration. Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2 of this Agreement and the maximum rate of interest allowable under applicable law, such an unintentional result could inadvertently occur. All monies paid to Capital hereunder or under any other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. By the execution of this Agreement, Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall not seek or pursue any other remedy, legal or equitable, against Capital, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the maximum rate allowable under applicable law. For the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which not any amount Excess has been outstanding hereunder contracted for, charged or received by Capital, all interest at any time contracted for, charged or received by the Originator from Borrower in connection with this Agreement and any other agreement or document executed in connection herewith, any of the Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If at any time Borrower and from time Capital shall, to time the maximum extent permitted under applicable law, (i) the amount of interest payable to the Originator on characterize any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence non-principal payment as an expense, fee or premium rather than as Interest and (ii) in respect exclude voluntary prepayments and the effects thereof. The provisions of any subsequent interest computation period the amount of interest otherwise payable to the Originator would this Section shall be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue deemed to be computed at incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrower and all figures set forth therein shall, for the Originator’s Maximum Permissible Rate until sole purpose of computing the total amount extent of interest payable Obligations, be automatically recommitted by Borrower, and by any court considering the same, to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving give effect to the provisions of the foregoing sentenceadjustments or credits required by this Section.

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

Maximum Interest. Notwithstanding anything in (a) No provision of this Subordinated Agreement or any Revolving Note shall require the payment to any Lender or permit the contrary, the Buyer shall never be required to pay unearned collection by any Lender of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious rate permitted by applicable law (the "Maximum Lawful Rate"). (b) If the amount of interest computed without giving effect to this Section 2.18 and payable on any interest payment date in respect of the preceding interest computation period would exceed the amount of interest computed in respect of such period at the maximum rate that may be contracted for, charged or received under of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable federal or state law to any Lender (such maximum rate being herein called the “Highest Lawful such Lender's "Maximum Permissible Rate”"). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note to such Lender on such date in respect of such period shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether computed at such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Lender's Maximum Permissible Rate”. (c) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator any Lender on any interest payment date shall be computed at the Originator’s such Lender's Maximum Permissible Rate pursuant to the provisions of the foregoing sentence preceding paragraph (b) and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator such Lender would be less than the amount of interest payable to the Originator such Lender computed at the Originator’s such Lender's Maximum Permissible Rate, then the amount of interest payable to the Originator such Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s such Lender's Maximum Permissible Rate until the total amount of interest payable to the Originator such Lender shall equal the total amount of interest which would have been payable to the Originator such Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencepreceding paragraph (b).

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer Lenders shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligations any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, each Borrower Party and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLenders shall, to the maximum extent permitted by usury laws under applicable to law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall equal refund to the total applicable Borrower Party the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligations and, in such event, Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Interest. Notwithstanding anything in (a) No provision of this Subordinated Note Agreement shall require the payment to the contrary, Lender or permit the Buyer shall never be required to pay unearned collection by the Lender of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious rate of interest rate that may be contracted for, charged or received under from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable federal or state law to the Lender Debt and binding on the Lender (such maximum rate being herein called the “Highest Lawful Lender's "Maximum Permissible Rate”"). . (b) If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which (computed without giving effect to this Section 1.11) payable on any Interest Payment Date in respect of the preceding interest computation period would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to exceed the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by computed in respect of such period at the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) , the amount of interest payable to the Lender on such date in respect of such period shall be made, to computed at the extent permitted by usury laws applicable to the Originator Maximum Permissible Rate. (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. c) If at any time and from time to time time: (i) the amount of interest payable to the Originator any Lender on any date Interest Payment Date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator Lender would be less than the amount of interest payable to the Originator Lender computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator Lender shall equal the total amount of interest which would have been payable to the Originator Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencepreceding subsection (b).

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged charges or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies other amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note Agents and the Lenders pursuant to any Loan Documents and that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator deemed interest under Applicable Law (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rateinterest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any period, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be madethe maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by usury laws applicable Applicable Law, pay to the Originator Applicable Agent, for the account of the Applicable Lenders, (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during a) the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time lesser of (i) the amount of interest payable to that would have been charged if the Originator on any date shall be computed maximum rate had been in effect at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and all times, or (ii) in respect of any subsequent interest computation period the amount of interest that would have accrued had the interest rate otherwise payable to set forth in the Originator would be less than Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by any Agent or any Lender), and upon payment in full, in cash of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If any provision of this Agreement would oblige a Canadian Loan Party to make any payment of interest or other amount payable to the Originator computed Agents and the Lenders in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Originator’s Maximum Permissible RateAgents and the Lenders of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by the Agents and the Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (a) first, by reducing the amount or rate of interest; and (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of principal of interest secured by a mortgage or hypothec on Real Estate that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to the Originator such Canadian Loan Party, which shall be required to pay interest on money in respect of such subsequent interest computation period shall continue to be computed arrears at the Originator’s Maximum Permissible Rate until the total amount same rate of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceon principal money not in arrears.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer obligations of the Borrower to the Agent and each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to the Agent or such Lender limiting rates of interest on any amount outstanding hereunder which may be charged or collected by the Agent or such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess state laws of the maximum nonusurious interest rate that United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to the Agent or a Lender then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by the Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable federal or state law (such maximum rate being lawful interest rate, if any, with respect to such Lender herein called the “"Highest Lawful Rate”"). If , and any excess shall be credited to the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable Borrower by the Buyer under this Subordinated Note to a rate Agent or such Lender (or, if such consideration shall have been paid in full, such excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to the Agent or such Lender for the use, forbearance and detention of the foregoing, all calculations Indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable Borrower to the Originator (Agent or such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such Indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.2 together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, charged or received by exceeds that amount which would have accrued at the Originator in connection herewith. If at any time and from time to time (i) Highest Lawful Rate, the amount of interest payable and any such fees to accrue to the Originator on any date Agent or such Lender pursuant to this Agreement shall be computed limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Originator’s Maximum Permissible Rate Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Agent or such Lender pursuant to this Agreement below the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which would have been payable accrued to the Originator Agent or such Lender if a varying rate per annum equal to the total interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of interest had fees which would have been computed without giving received but for the effect to the provisions of the foregoing sentencethis Section.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer obligations of the Borrower to each Bank and the Issuer under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to such Bank or the Issuer limiting rates of interest on any amount outstanding hereunder which may be charged or collected by such Bank or the Issuer. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess state laws of the maximum nonusurious interest rate that United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Bank or the Issuer then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 4.11 shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by such Bank or the Issuer shall under no circumstances exceed the maximum amount of interest allowed by applicable federal or state law (such maximum rate being lawful interest rate, if any, with respect to such Bank or the Issuer herein called the “"Highest Lawful Rate”"). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive and any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced credited to the amount allowed Borrower by Applicable Lawsuch Bank or the Issuer (or, and (ii) any unearned interest if such consideration shall have been paid by the Buyer or any interest paid by the Buyer in full, such excess of the Highest Lawful Rate shall be promptly refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Bank or the Issuer for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged Borrower to such Bank or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeIssuer hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.2 together with any other fees payable pursuant to this Agreement and deemed interest under applicable law, charged or received by exceeds that amount which would have accrued at the Originator in connection herewith. If at any time and from time to time (i) Highest Lawful Rate, the amount of interest payable and any such fees to accrue to such Bank or the Issuer pursuant to this Agreement shall be limited, notwithstanding anything to the Originator on any date shall be computed contrary in this Agreement to that amount which would have accrued at the Originator’s Maximum Permissible Rate Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Bank or the Issuer pursuant to this Agreement below the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which would have been payable accrued to such Bank or the Issuer if a varying rate per annum equal to the Originator if interest provided pursuant to Section 3.2 had at all times been in effect, plus the total amount of interest had fees which would have been computed without giving received but for the effect to the provisions of the foregoing sentencethis Section 4.11.

Maximum Interest. Notwithstanding The provisions of this Security Deed and of all agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Notes or otherwise, shall the amount paid, or agreed to be paid ("Interest"), to Lender for the use, forbearance or retention of the money loaned under the Notes exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Borrower and Lender shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Lender shall ever receive anything in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate of value deemed Interest by applicable law in excess of the maximum nonusurious interest rate that may lawful amount, an amount equal to any excessive Interest shall be applied to the reduction of the principal balance owing under the Notes in the inverse order of its maturity (whether or not then due) or at the option of Lender be paid over to Borrower, and not to the payment of Interest. All Interest (including any amounts or payments judicially or otherwise under law deemed to be Interest) contracted for, charged charged, taken, reserved, paid or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise agreed to be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed paid to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted)full term of the Notes, by amortizing, prorating including any extensions and spreading renewals thereof until payment in equal parts during full of the actual period during which any amount has been outstanding hereunder all interest principal balance of the Notes so that the Interest thereon for such full term will not exceed at any time contracted for, charged or received the maximum amount permitted by the Originator in connection herewithapplicable law. If at any time This Section will control all agreements between Borrower and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceLender.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted forCredit Documents, charged in no contingency or received under applicable federal or state law (such maximum rate being herein called event whatsoever shall the “Highest Lawful Rate”). If the effective rate aggregate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies all amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to the Originator under terms of this Subordinated Note Agreement or any of the other Credit Documents and that are made for deemed interest under applicable law exceed the highest rate permissible under any applicable law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Credit Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Credit Documents, or the prepayment by Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to herein collectively as “Interest”) in excess of the Maximum Rate and in no event shall Borrowers be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrowers to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received with respect to the Obligations in excess of the Maximum Rate (“Excess”), each Borrower stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal of such Obligations and the balance, if any, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Each Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.5, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Credit Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by applicable law. By the execution of this Agreement, each Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by such Borrower of such Excess, and (ii) such Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which not any amount Excess has been outstanding hereunder contracted for, charged or received by Agent or any Lender, all interest Interest at any time contracted for, charged or received by the Originator from Borrowers in connection herewithwith any of the Credit Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If at any time Borrowers, Agent and from time Lenders shall, to time the maximum extent permitted under applicable law, (i) the amount of interest payable to the Originator on characterize any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence non-principal payment as an expense, fee or premium rather than as Interest and (ii) in respect exclude voluntary prepayments and the effects thereof. The provisions of any subsequent interest computation period the amount of interest otherwise payable to the Originator would this Section 2.14 shall be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue deemed to be computed at incorporated into every Credit Document (whether or not any provision of this Section is referred to therein). All such Credit Documents and communications relating to any Interest owed by Borrowers and all figures set forth therein shall, for the Originator’s Maximum Permissible Rate until sole purpose of computing the total amount extent of interest payable Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving give effect to the provisions of the foregoing sentenceadjustments or credits required by this Section 2.14.

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

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws, and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer Obligations of the Borrower to each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under Governmental Requirements (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all consideration that constitutes interest under Governmental Requirements that is contracted for, charged or received under applicable federal this Agreement, or state law (under any other Loan Document or otherwise in connection with this Agreement by such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable Lender shall under this Subordinated Note would no circumstances exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive and any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced credited to the amount allowed Borrower by Applicable Lawsuch Lender (or, and (ii) any unearned interest if such consideration shall have been paid by the Buyer or any interest paid by the Buyer in full, such excess of the Highest Lawful Rate shall be promptly refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether Borrower to such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to Governmental Requirements, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.02, charged or received by together with any other fees and expenses payable pursuant to this Agreement and the Originator in connection herewith. If at any time other Loan Documents and from time to time (i) the deemed interest under Governmental Requirements, exceeds that amount of interest payable to the Originator on any date shall be computed that would have accrued at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Highest Lawful Rate, then the amount of interest payable and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the Originator contrary in respect of such subsequent interest computation period shall continue this Agreement, to be computed that amount that would have accrued at the Originator’s Maximum Permissible Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been payable to received but for the Originator if the total amount effect of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 12.12.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged charges or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies other amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note Agents and the Lenders pursuant to any Loan Documents and that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator deemed interest under Applicable Law (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rateinterest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any period, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be madethe maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by usury laws applicable Applicable Law, pay to the Originator Administrative Agent, for the account of the Lenders, (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during a) the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time lesser of (i) the amount of interest payable to that would have been charged if the Originator on any date shall be computed maximum rate had been in effect at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and all times, or (ii) in respect of any subsequent interest computation period the amount of interest that would have accrued had the interest rate otherwise payable to set forth in the Originator would be less than Loan Documents been in effect, minus (b) the amount of interest payable actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by the Administrative Agent or any Lender), and upon payment in full, in cash of the Obligations, any balance shall be refunded to the Originator computed Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Originator’s Maximum Permissible RateBorrowers in connection with the Loan Documents shall, then the amount of interest payable to the Originator extent permitted by Applicable Law, be amortized, prorated, allocated and spread in respect of such subsequent interest computation period shall continue to be computed at equal parts throughout the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions full term of the foregoing sentenceObligations.

Maximum Interest. Notwithstanding anything in this Subordinated Note ​ (a) In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under applicable law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under applicable law: (i) the interest rates hereunder will be reduced to the contrarymaximum rate permitted under applicable law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, the Buyer applicable Lender shall never promptly refund such excess amount to Borrowers and the provisions hereof shall be required deemed amended to pay unearned provide for such permissible rate. ​ (b) If the amount of any interest, premium, fees or other monies or any rate of interest on stipulated for, taken, reserved or extracted under the Credit Documents would otherwise contravene the provisions of Section 347 of the Criminal Code (Canada), Section 8 of the Interest Act (Canada) or any successor or similar legislation (including any usury law in the U.S.), or would exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received such Lender shall apply such excess against the outstanding hereunder Loans and shall never be required refund any further excess amount to pay the applicable Borrower. (c) If any provision of this Agreement or any other Credit Document would obligate Borrowers or a Credit Party to make any payment of interest on the principal or other amount outstanding hereunder payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by any Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by such Lender of interest at a criminal rate, the adjustment to be effected, to the extent ​ necessary, as follows: ​ (i) first, by reducing the amount or rate of interest required to be paid to such Lender under this Section 4.06; and ​ (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute interest for purposes of the Criminal Code (Canada) or other applicable law; ​ provided that, notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender receives an amount in excess of the maximum nonusurious interest rate that may permitted by the Criminal Code (Canada) or other Applicable Law, then Borrowers shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by such Lender to Borrowers and shall be promptly paid to Borrowers. ​ Any amount or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise referred to in this Agreement shall be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by over the Buyer under this Subordinated Note term that any Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate in excess specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the earlier of the Highest Lawful Ratedate of advance and the Closing Date to the relevant Maturity Date, then (i) the amount Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, as applicable, and, in the event of interest which would otherwise be payable a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Buyer under this Subordinated Note Administrative Agent shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made conclusive for the purpose purposes of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewiththat determination. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.​

Maximum Interest. Notwithstanding anything in (a) No provision of this Subordinated Note Agreement shall require the payment to the contrary, Lender or permit the Buyer shall never be required to pay unearned collection by the Lender of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious rate of interest rate that may be contracted for, charged or received under from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable federal or state law to the Lender Debt and binding on the Lender (such maximum rate being herein called the Lender’s “Highest Lawful Maximum Permissible Rate”). . (b) If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which (computed without giving effect to this Section 1.11) payable on any Interest Payment Date in respect of the preceding interest computation period would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to exceed the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by computed in respect of such period at the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) , the amount of interest payable to the Lender on such date in respect of such period shall be made, to computed at the extent permitted by usury laws applicable to the Originator Maximum Permissible Rate. (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. c) If at any time and from time to time time: (i) the amount of interest payable to the Originator any Lender on any date Interest Payment Date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator Lender would be less than the amount of interest payable to the Originator Lender computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator Lender shall equal the total amount of interest which would have been payable to the Originator Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencepreceding subsection (b).

Maximum Interest. Notwithstanding anything Borrower and Lender intend to strictly comply with all applicable laws, including applicable usury laws. Accordingly, the provisions of this Section 2(j) shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 2(j), even if such provision declares that it controls. As used in this Subordinated Note Section 2(j), the term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to the contrarymaximum extent permitted by applicable law, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note any non-principal payment shall be reduced to characterized as an expense or as compensation for something other than the amount allowed by Applicable Lawuse, forbearance or detention of money and not as interest, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, reserved, charged or received by shall be amortized, prorated, allocated and spread, in equal parts, during the Originator in connection herewithfull term of the Obligations. If at In no event shall Borrower or any time and from time other Person be obligated to time pay, or Lender have any right or privilege to reserve, receive or retain, (i) any interest in excess of the maximum amount of non-usurious interest payable to permitted under the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions laws of the foregoing sentence and State of California or the applicable laws (if any) of the U.S. or of any other applicable state, or (ii) total interest in respect excess of any subsequent interest computation period the amount which Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed Obligations at the Originator’s Maximum Permissible Rate. On each day, if any, that the interest rate (the “Stated Rate”) stipulated by this Agreement or any other Loan Document exceeds the Maximum Rate, then the amount rate at which interest shall accrue shall automatically be fixed by operation of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed this sentence at the Originator’s Maximum Permissible Rate for that day, and shall remain fixed at the Maximum Rate for each day thereafter until the total amount of interest payable to the Originator shall equal accrued equals the total amount of interest which would have been payable to accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Originator if Stated Rate unless and until the total amount of interest had been computed without giving effect to Stated Rate again exceeds the Maximum Rate when the provisions of the foregoing sentenceimmediately preceding sentence shall again automatically operate to limit the interest accrual rate. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 2(j), or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Maximum Rate. If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Maximum Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been paid to Lender, it shall be credited pro tanto against the outstanding principal balance of Borrower’s obligations to Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor.

Maximum Interest. Notwithstanding anything in (a) No provision of this Subordinated Note Agreement shall require the payment to the contrary, Lender or permit the Buyer shall never be required to pay unearned collection by the Lender of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious rate of interest rate that may be contracted for, charged or received under from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable federal or state law to the Lender Debt and binding on the Lender (such maximum rate being herein called the “Highest Lawful Lender's "Maximum Permissible Rate”"). . (b) If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which (computed without giving effect to this Section 1.11) payable on the first Business Day of each Month in respect of the preceding interest computation period would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to exceed the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by computed in respect of such period at the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) , the amount of interest payable to the Lender on such date in respect of such period shall be made, to computed at the extent permitted by usury laws applicable to the Originator Maximum Permissible Rate. (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. c) If at any time and from time to time time: (i) the amount of interest payable to the Originator Lender on any date the first Business Day of each Month shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator Lender would be less than the amount of interest payable to the Originator Lender computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator Lender shall equal the total amount of interest which would have been payable to the Originator Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencepreceding subsection (b).

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

Maximum Interest. Notwithstanding anything The provisions of this Deed of Trust and of all agreements between Trustor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in this Subordinated no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid to Beneficiary for the contraryuse, forbearance or retention of the money loaned under the Note ("Interest") exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Trustor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the Buyer obligation to be performed or fulfilled shall never be required reduced to pay unearned interest on such limit, and if, from any amount outstanding hereunder and circumstance whatsoever, Beneficiary shall never be required to pay interest on the principal amount outstanding hereunder at a rate ever receive anything of value deemed Interest by applicable law in excess of the maximum nonusurious interest rate that may lawful amount, an amount equal to any excessive Interest shall be contracted forapplied to the reduction of the principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or, charged at the option of Beneficiary, be paid over to Trustor, and not to the payment of Interest. All Interest (including any amounts or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are payments deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note be Interest) paid or agreed to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced paid to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBeneficiary shall, to the extent permitted by usury laws applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal balance of the Note so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Trustor and Beneficiary. To the extent North Carolina Jaw is determined to govern the Note notwithstanding the choice of Jaw provision contained therein, then notwithstanding anything to the Originator (now or hereafter enacted)contrary contained in the Note, by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) no late fee shall be due in connection with payments due under the Note unless such payment is not made within fifteen (15) days of the date such payment is due, (ii) the late charge for such overdue payments shall be in an amount equal to four percent (4%) of the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence such overdue payment, and (iiiii) in late fee may not be charged more than once with respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencea single late payment.

Maximum Interest. (a) In no event shall the interest charged with respect to any Loan or any other obligations of Borrower hereunder exceed the maximum amount permitted under the Laws of the State of New York or of any other applicable jurisdiction. *Certain portions of these exhibits have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned rate of interest on payable for the account of any amount outstanding Lender hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged by such Lender (the “Maximum Lawful Rate”). If , then for so long as the effective rate of interest which Maximum Lawful Rate would otherwise be payable under this Subordinated Note would exceed so exceeded, the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by for the Buyer under this Subordinated Note account of such Lender shall be equal to a rate in excess of the Highest Maximum Lawful Rate; provided that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBorrower shall, to the extent permitted by usury laws applicable Law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the Originator total interest that such Lender would have received had the Stated Rate been (now or hereafter enacted)but for the operation of this provision) the interest rate payable. Thereafter, by amortizingthe interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, prorating and spreading in equal parts during which event this provision shall again apply. (c) In no event shall the actual period during which any amount has been outstanding hereunder all total interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) Lender exceed the amount that such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. (d) If any Lender has received interest hereunder in excess of interest payable the Maximum Lawful Rate, such excess amount shall be applied to the Originator on any date reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be computed at the Originator’s Maximum Permissible Rate pursuant paid to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceBorrower.

Maximum Interest. Notwithstanding anything in (a) No provision of this Subordinated Agreement or any Revolving Note shall require the payment to any Lender or permit the contrary, the Buyer shall never be required to pay unearned collection by any Lender of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious rate permitted by applicable law (the "Maximum Lawful Rate"). (b) If the amount of interest computed without giving effect to this Sect ion 2.18 and payable on any interest payment date in respect of the preceding interest computation period would exceed the amount of interest computed in respect of such period at the maximum rate that may be contracted for, charged or received under of interest from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable federal or state law to any Lender (such maximum rate being herein called the “Highest Lawful such Lender's "Maximum Permissible Rate”"). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note to such Lender on such date in respect of such period shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether computed at such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Lender's Maximum Permissible Rate”. (c) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator any Lender on any interest payment date shall be computed at the Originator’s such Lender's Maximum Permissible Rate pursuant to the provisions of the foregoing sentence preceding paragraph (b) and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator such Lender would be less than the amount of interest payable to the Originator such Lender computed at the Originator’s such Lender's Maximum Permissible Rate, then the amount of interest payable to the Originator such Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s such Lender's Maximum Permissible Rate until the total amount of interest payable to the Originator such Lender shall equal the total amount of interest which would have been payable to the Originator such Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencepreceding paragraph (b).

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted forLoan Documents, charged in no contingency or received under applicable federal or state law (such maximum rate being herein called event whatsoever shall the “Highest Lawful Rate”). If the effective rate aggregate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies all amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by Agent and Lenders pursuant to the Originator under terms of this Subordinated Note Agreement or any of the other Loan Documents and that are made for deemed interest under Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Agent of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Lender to charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by Applicable Law (such interest, charges, amounts, premiums and fees referred to herein collectively as "Interest") in excess of the Maximum Rate and in no event shall Borrower be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the Maximum Rate shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If any Interest is charged or received in excess of the Maximum Rate ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal Obligations and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, and Agent and Lenders do not intend to collect any unearned Interest in the event of any such acceleration. Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 2.1.1 of this Agreement or in the Notes, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned Interest as and to the extent required by Applicable Law. By the execution of this Agreement, Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall not seek or pursue any other remedy, legal or equitable, against Agent or any Lender, based in whole or in part upon contracting for, charging or receiving any Interest in excess of the Maximum Rate. For the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which not any amount Excess has been outstanding hereunder contracted for, charged or received by Agent or any Lender, all interest Interest at any time contracted for, charged or received by the Originator from Borrower in connection herewithwith any of the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If at any time Borrower, Agent and from time Lenders shall, to time the maximum extent permitted under Applicable Law, (i) the amount of interest payable to the Originator on characterize any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence non-principal payment as an expense, fee or premium rather than as Interest and (ii) in respect exclude voluntary prepayments and the effects thereof. The provisions of any subsequent interest computation period the amount of interest otherwise payable to the Originator would this Section 2.10 shall be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue deemed to be computed at incorporated into every Loan Document (whether or not any provision of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrower and all figures set forth therein shall, for the Originator’s Maximum Permissible Rate until sole purpose of computing the total amount extent of interest payable Obligations, be automatically recomputed by Borrower, and by any court considering the same, to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving give effect to the provisions of the foregoing sentenceadjustments or credits required by this Section 2.10.

Maximum Interest. Notwithstanding anything It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable New York law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any Note or any Loan Document, and the Related Indebtedness (as hereinafter defined) (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under New York law). If the applicable law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged, taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Lender’s exercise of the option to accelerate the maturity of any Note and/or any and all indebtedness paid or payable by Borrower to Lender pursuant to any Loan Document other than any Note (such other indebtedness being referred to in this Subordinated Section as the “Related Indebtedness”), or (c) Borrower will have paid or Lender will have received by reason of any prepayment by Borrower of any Note to the contraryor Related Indebtedness, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder then it is Borrower’s and shall never be required to pay interest on the principal amount outstanding hereunder at a rate Lender’s express intent that all amounts charged in excess of the maximum nonusurious interest rate that may Maximum Rate shall be contracted forautomatically canceled, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rateab initio, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate and all amounts in excess of the Highest Lawful RateMaximum Rate theretofore collected by Lender shall be credited on the principal balance of any Note and/or the Related Indebtedness (or, if any Note and the Related Indebtedness have been or would thereby be paid in full, refunded to Borrower), and the provisions of any Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any such Note, then (i) the Borrower and Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a condition precedent to any claim or counterclaim (in which event such proceeding shall be refunded abated for such time period) seeking usury penalties against Lender, Borrower will provide written notice to the Buyer. Without limitation Lender, advising Lender in reasonable detail of the foregoing, all calculations nature and amount of the rate violation, and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged charged, taken, reserved or received by the Originator under this Subordinated Note that are made Lender for the purpose use, forbearance or detention of determining whether such rate exceeds any debt evidenced by any Note and/or the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeRelated Indebtedness shall, to the extent permitted by usury laws applicable to law, be amortized or spread, using the Originator actuarial method, throughout the stated term of such Note and/or the Related Indebtedness (now including any and all renewal and extension periods) until payment in full so that the rate or hereafter enacted), by amortizing, prorating and spreading in equal parts during amount of interest on account of any Note and/or the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by Related Indebtedness does not exceed the Originator in connection herewith. If at any time and Maximum Rate from time to time (i) in effect and applicable to such Note and/or the amount of interest payable Related Indebtedness for so long as debt is outstanding. Notwithstanding anything to the Originator on contrary contained herein or in any date shall be computed of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the Originator’s Maximum Permissible Rate pursuant time of such acceleration or to the provisions of the foregoing sentence and (ii) in respect of any subsequent collect unearned interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect time of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceacceleration.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer Obligations of the Borrower to each Lender under this Agreement shall never be subject to the limitation that payments of interest shall not be required to pay unearned the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable federal or state law (such maximum rate being lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive and any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced credited to the amount allowed Borrower by Applicable Lawsuch Lender (or, and (ii) any unearned interest if such consideration shall have been paid by the Buyer or any interest paid by the Buyer in full, such excess of the Highest Lawful Rate shall be promptly refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether Borrower to such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; and (d) if at any time contracted forthe interest provided pursuant to Section 3.02, charged or received by together with any other fees and expenses payable pursuant to this Agreement and the Originator in connection herewith. If at any time other Loan Documents and from time to time (i) the deemed interest under applicable law, exceeds that amount of interest payable to the Originator on any date shall be computed that would have accrued at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Highest Lawful Rate, then the amount of interest payable and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the Originator contrary in respect of such subsequent interest computation period shall continue this Agreement, to be computed that amount that would have accrued at the Originator’s Maximum Permissible Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest payable accrued pursuant to this Agreement and such fees deemed to be interest equals the Originator shall equal the total amount of interest which that would have accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been payable to received but for the Originator if the total amount effect of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 12.12.

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to any of the contraryLoan Documents, the Buyer Lenders shall never be required entitled to pay unearned interest on any amount outstanding hereunder and shall never be required to pay receive, collect or apply as interest on the principal Obligations any amount outstanding hereunder at a rate in excess of the maximum nonusurious Maximum Rate, and, in the event that Lenders ever receive, collect or apply as interest rate that may be contracted forany such excess, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest amount which would otherwise be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under this Subordinated Note would exceed any specific contingency exceeds the Highest Lawful Maximum Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, each Borrower Party and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLenders shall, to the maximum extent permitted by usury laws under applicable to Law: (a) characterize any non-principal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the Originator effects thereof; and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate and spreading spread, in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted forparts, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the Originator end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Lenders shall equal refund to the total applicable Borrower Party the amount of interest which would have been payable to such excess or credit the Originator if the total amount of interest had been computed without giving effect to such excess against the provisions principal amount of the foregoing sentenceObligations and, in such event, Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “Applicable Law” shall mean the Law in effect as of the Closing Date; provided, however, that in the event there is a change in Law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new Law as of its effective date.

Maximum Interest. Notwithstanding anything in this Subordinated Note Loan Agreement to the contrary, the Buyer Borrower shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the outstanding principal amount outstanding hereunder of the Intercompany Loans at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note Loan Agreement would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer Borrower under this Subordinated Note Loan Agreement to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer Borrower under this Subordinated Note Loan Agreement shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer Borrower or any interest paid by the Buyer Borrower in excess of the Highest Lawful Rate shall be refunded to the BuyerBorrower. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder or any Originator under this Subordinated Note Loan Agreement that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Intercompany Lender or any Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator Holder (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder or any Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Holder or any Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder or such Originator would be less than the amount of interest payable to the Holder or such Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Holder or such Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Holder or such Originator shall equal the total amount of interest which would have been payable to the Holder or such Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.. Exhibit B-7 Purchase and Sale Agreement

Maximum Interest. Notwithstanding anything in this Subordinated Note In no event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the contraryterms of this Agreement or pursuant to the Notes exceed the Maximum Rate, the Buyer nor shall never any provisions hereof be required construed as a contract to pay unearned for the use, forbearance or detention of money with interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate or in an amount in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Maximum Rate”). If any provisions of this Agreement or the effective rate Notes contravene any Applicable Law, such provisions shall be deemed amended to conform to such Applicable Law. Notwithstanding anything to the contrary contained herein, no provision of this Agreement or the Notes shall require the payment or permit the collection of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Maximum Rate. If any excess of interest in such respect is herein provided for, then (i) or shall be adjudicated to be so provided, in this Agreement, the Notes or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Borrowers nor the sureties, guarantors, successors or assigns of Borrowers shall be obligated to pay the excess amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Lawsuch interest, and (ii) any unearned interest paid by the Buyer or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest paid by the Buyer in excess of the Highest Lawful Maximum Rate shall be refunded to the Buyer. Without limitation deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the foregoingprincipal of indebtedness evidenced by this Agreement and the Notes; and, all calculations of if the rate of interest contracted forprincipal amount hereof has been paid in full, charged or received by the Originator under this Subordinated Note that are made for the purpose of any remaining excess shall forthwith be paid to Borrowers. In determining whether such rate or not the interest paid or payable exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, Borrowers and Lender shall, to the extent permitted by usury laws applicable to Applicable Law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the Originator effects thereof, and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate, and spreading spread in equal or unequal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to throughout the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions entire contemplated term of the foregoing sentenceindebtedness evidenced by this Agreement and the Notes so that the interest for the entire term does not exceed the Maximum Rate.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged charges or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies other amounts that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note Agents and the Lenders pursuant to any Loan Documents and that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator deemed interest under Applicable Law (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rateinterest”) exceed the highest rate permissible under Applicable Law (“maximum rate”). If, in any period, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be madethe maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by usury laws applicable Applicable Law, pay to the Originator Administrative Agent, for the account of the Lenders, (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during a) the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time lesser of (i) the amount of interest payable to that would have been charged if the Originator on any date shall be computed maximum rate had been in effect at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and all times, or (ii) in respect of any subsequent interest computation period the amount of interest that would have accrued had the interest rate otherwise payable to set forth in the Originator would be less than Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by the Administrative Agent or any Lender), and upon payment in full, in cash of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If any provision of this Agreement would oblige a Canadian Loan Party to make any payment of interest or other amount payable to the Originator computed Agents and the Lenders in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Originator’s Maximum Permissible RateAgents and the Lenders of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by the Agents and the Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (a) first, by reducing the amount or rate of interest; and (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada). Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of principal of interest secured by a mortgage or hypothec on Real Estate that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to the Originator such Canadian Loan Party, which shall be required to pay interest on money in respect of such subsequent interest computation period shall continue to be computed arrears at the Originator’s Maximum Permissible Rate until the total amount same rate of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceon principal money not in arrears.

Maximum Interest. Notwithstanding anything in this Subordinated Note It is the intent of Borrower and Lender at all times to comply strictly with the applicable Texas law (or applicable United States federal law to the contraryextent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under applicable Texas law) governing the Buyer shall never be required maximum non-usurious rate or non-usurious amount of interest payable on the Note or the Obligations. If the applicable Texas law is ever judicially interpreted so as to pay unearned interest on render usurious any amount outstanding hereunder (i) contracted for, charged, taken, reserved or received pursuant to the Note, any other Loan Documents, or any other communication or writing by or between Borrower and shall never be required Lender related to pay interest on the principal amount outstanding hereunder at a rate Indebtedness or to the transaction or transactions that are the subject matter of the Loan Documents; (ii) contracted for, charged, taken, reserved, or received by reason of Lender’s exercise of the option to accelerate the maturity of the Note and/or the Obligations; or (iii) Borrower has paid or Lender has received by reason of any voluntary prepayment by Borrower of the Note and/or the Obligations, then it is Borrower’s and Lender’s intent that all amounts charged in excess of the maximum nonusurious interest rate that may Maximum Rate shall be contracted forautomatically canceled, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rateab initio, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate and all amounts in excess of the Highest Lawful RateMaximum Rate that have been collected by Lender shall be credited on the principal balance of the Note and/or the Obligations (or, if the Note and all Obligations have been or would thereby be paid in full, refunded to Borrower), and that the provisions of the Note and the other Loan Documents immediately be deemed reformed to reduce the amounts thereafter collectible under the Note and other Loan Documents, without the necessity of the execution of any new document, to comply with the applicable law, but to permit the recovery of the fullest amount otherwise called for; provided, however, if the Note has been paid in full before the end of the stated term of the Note, then (i) the Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate Maximum Rate, either refund such excess interest to Borrower and/or credit such excess interest against any Obligations then owing by Borrower to Lender. As a condition precedent to any claim seeking usury penalties against Lender, Borrower agrees that it shall be refunded provide written notice to the Buyer. Without limitation Lender, advising Lender in reasonable detail of the foregoing, all calculations nature and amount of the rate violation, and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Note and/or (CYPRESS/FAIRFIELD) the Obligations then owing by Borrower to Lender. All sums contracted for, charged charged, taken, reserved, or received by the Originator under this Subordinated Note that are made Lender for the purpose use, forbearance, or detention of determining whether such rate exceeds any debt evidenced by the Highest Lawful Rate applicable to Note and/or the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeObligations shall, to the extent permitted by usury laws applicable law, be amortized or spread, using the actuarial method, throughout the stated term of the Note and/or the Obligations (including all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Note and/or the Obligations does not exceed the Maximum Rate from time to time in effect and applicable to the Originator Note and/or the Obligations for so long as Debt is outstanding. The provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) shall not apply to the Note and/or the Obligations. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. To the extent that Lender is relying on Chapter 303 of the Texas Finance Code to determine the Maximum Rate payable on any such Note and/or any other portion of the Indebtedness, Lender shall utilize the weekly ceiling from time to time in effect as provided in such Chapter 303. To the extent United States federal law permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, Lender shall rely on United States federal law instead of such Chapter 303 for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by applicable law now or hereafter enacted)in effect, by amortizingLender may, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time its option and from time to time (i) time, utilize any other method of establishing the amount of interest payable Maximum Rate under such Chapter 303 or under other applicable law by giving notice, if required, to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) Borrower as provided by applicable law now or hereafter in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceeffect.

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

Maximum Interest. Notwithstanding anything in this Subordinated Note It is expressly stipulated and agreed to be the intent of Grantor and Beneficiary at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness and the Obligations (or applicable United States federal law to the contrary, the Buyer shall never be required extent that it permits Beneficiary to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted contract for, charged charge, take, reserve or received receive a greater amount of interest than under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”Texas law). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive applicable law is ever judicially interpreted so as to render usurious any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then amount (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced contracted for, charged, taken, reserved or received pursuant to the amount allowed Indebtedness and the Obligations, any of the other Loan Documents or any other communication or writing by Applicable Lawor between Grantor and Beneficiary related to the transaction or transactions that are the subject matter of the Loan Documents, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by reason of Beneficiary's exercise of the Originator under this Subordinated option to accelerate the maturity of any Note and/or Indebtedness and the Obligations, or (iii) Grantor will have paid or Beneficiary or any Lender will have received by reason of any voluntary prepayment by Grantor of any Note and/or the Indebtedness or the Obligations, then it is Grantor's and Beneficiary's express intent that are made for all amounts charged in excess of the purpose of determining whether such rate exceeds the Highest Maximum Lawful Rate applicable to shall be automatically canceled, ab initio, and all amounts in excess of the Originator (such Highest Maximum Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) theretofore collected by Beneficiary shall be madecredited on the principal balance of the Notes and/or the Indebtedness and the Obligations (or, if the Notes and all Indebtedness and the Obligations have been or would thereby be paid in full, refunded to the extent permitted by usury laws applicable to the Originator (now or hereafter enactedGrantor), and the provisions of the Notes and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Notes have been paid in full before the end of the stated term of the Notes, then Grantor and Beneficiary agree that Beneficiary shall, with reasonable promptness after Beneficiary discovers or is advised by amortizingGrantor that interest was received in an amount in excess of the Maximum Lawful Rate, prorating either refund such excess interest to Grantor and/or credit such excess interest against the Notes and/or any Indebtedness or the Obligations then owing by Grantor to Beneficiary and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time Lenders. All sums contracted for, charged or received by Beneficiary for the Originator use, forbearance or detention of any debt evidenced by the Notes and/or the Indebtedness or the Obligations shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of the Notes and/or the Indebtedness and the Obligations (including any and all renewal and extension periods) until payment in connection herewith. If at any time full so that the rate or amount of interest on account of the Notes and/or the Indebtedness and the Obligations does not exceed the Maximum Lawful Rate from time to time (i) the amount of interest payable in effect and applicable to the Originator on any date Notes and/or the Indebtedness and the Obligations for so long as debt is outstanding. In no event shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of Chapter 346 of the foregoing sentence Texas Finance Code (which regulates certain revolving credit loan accounts and (iirevolving triparty accounts) apply to the Notes and/or the Indebtedness and the Obligations. Notwithstanding anything to the contrary contained herein or in respect any of the other Loan Documents, it is not the intention of Beneficiary to accelerate the maturity of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed that has not accrued at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect time of such subsequent acceleration or to collect unearned interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount time of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencesuch acceleration.

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

Maximum Interest. Notwithstanding anything in this Subordinated Note In no event whatsoever shall the aggregate of all amounts deemed interest hereunder or under the Notes and charged or collected pursuant to the contraryterms of this Agreement or pursuant to the Notes exceed the Maximum Rate, nor shall any provisions hereof be construed as a contract to pay, for the Buyer shall never be required to pay unearned use, forbearance or detention of money with interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate or in an amount in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Maximum Rate”). If any provisions of this Agreement or the effective rate Notes contravene any such law, such provisions shall be deemed amended to conform to such law. Notwithstanding anything to the contrary contained herein, no provision of this Agreement or the Notes shall require the payment or permit the collection of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Maximum Rate. If any excess of interest in such respect is herein provided for, then (i) or shall be adjudicated to be so provided, in this Agreement, the Notes or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Borrower nor the sureties, guarantors, successors or assigns of Borrower shall be obligated to pay the excess amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Lawsuch interest, and (ii) any unearned interest paid by the Buyer or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest paid by the Buyer in excess of the Highest Lawful Maximum Rate shall be refunded to the Buyer. Without limitation deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the foregoingprincipal of indebtedness evidenced by this Agreement and the Notes; and, all calculations of if the rate of interest contracted forprincipal amount hereof has been paid in full, charged or received by the Originator under this Subordinated Note that are made for the purpose of any remaining excess shall forthwith be paid to Borrower. In determining whether such rate or not the interest paid or payable exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, Borrower and Agent shall, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted)law, by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on characterize any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until equal or unequal parts the total amount of interest payable to throughout the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions entire contemplated term of the foregoing sentenceindebtedness evidenced by this Agreement and the Notes so that the interest for the entire term does not exceed the Maximum Rate.

Maximum Interest. (a) In no event shall the interest charged with respect to the Loans, the Notes or any other Obligations of any Credit Party under the Loan Documents exceed the maximum amount permitted under the laws of the jurisdiction whose law is specified as the governing law of this document pursuant to Section 11.10 or of any other applicable jurisdiction. For the purposes of making any such determination hereunder, the Loans hereunder shall be deemed a single loan in the amount of the Commitments. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned rate of interest on payable for the account of any amount outstanding Lender hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law any other Loan Document (such maximum rate being herein called the “Highest Stated Rate”) would exceed the highest rate of interest permitted under any applicable law to be charged by such Lender (the “Maximum Lawful Rate”). If , then for so long as the effective rate of interest which Maximum Lawful Rate would otherwise be payable under this Subordinated Note would exceed so exceeded, the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by for the Buyer under this Subordinated Note account of such Lender shall be equal to a rate in excess of the Highest Maximum Lawful Rate; provided that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBorrowers shall, to the extent permitted by usury laws law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (c) In no event shall the total interest received by any Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender. (d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received Maximum Lawful Rate divided by the Originator number of days in connection herewith. the year in which such calculation is made. (e) If at any time and from time Lender has received interest hereunder in excess of the Maximum Lawful Rate with respect to time (i) the such Lender, such excess amount of interest payable shall be applied to the Originator on any date reduction of the outstanding principal balance of its Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be computed at the Originator’s Maximum Permissible Rate pursuant paid to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceBorrowers.

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

Maximum Interest. Notwithstanding anything Regardless of any provision contained in this Subordinated Note to the contrary, the Buyer shall never be required to pay unearned interest on Agreement or any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious other Loan Documents in no contingency or event whatsoever shall the aggregate of all amounts deemed interest rate that may be hereunder or under the Note and contracted for, charged or received collected pursuant to the terms of this Agreement or pursuant to the Note exceed the highest rate permissible under applicable federal any Applicable Law (including the maximum Applicable Formula Rate as defined in Tennessee Code Annotated 47-14-102, and, to the xxxxxt applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America, as amended, 12 U.S.C. ss. 85, as amended). No agreements, conditions, provisions or state law stipulations contained in this Agreement or any of the other Loan Documents or the exercise by Lender of the right to accelerate the payment or the maturity of all or any portion of the Obligations, or the exercise of any option whatsoever contained in any of the Loan Documents, or the prepayment by Borrower of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Lender to charge or receive in any event, interest, or any charges, amounts or fees deemed interest by Applicable Law (such maximum rate being interest, charges, amounts and fees referred to herein called collectively as "Interest"), exceeding the “Highest Lawful Maximum Rate and in no event shall Borrower be obligated to pay Interest exceeding such Maximum Rate”), and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel Borrower to pay Interest exceeding the Maximum Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of Interest over such Maximum Rate. If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, any Interest is charged or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate received in excess of the Highest Lawful RateMaximum Rate ("Excess"), Borrower acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and such Excess, to the extent received, shall be applied first to reduce the principal then unpaid hereunder; then applied to reduce the other Obligations; and the balance, if any, returned to Borrower, it being the intent of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. The right to accelerate maturity of any of the Obligations does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and Lender does not intend to collect any unearned interest in the event of any such acceleration. All monies paid to Lender hereunder or under any of the Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by Applicable Law. By the execution o this Agreement, Borrower covenants that (i) the amount credit or return of interest which would otherwise be payable any Excess shall constitute the acceptance by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable LawBorrower of such Excess, and (ii) Borrower shall not seek or pursue any unearned interest paid by the Buyer other remedy, legal or equitable, against Lender based in whole or in part upon contracting for, charging or receiving any interest paid by the Buyer Interest in excess of the Highest Lawful Rate shall be refunded to Maximum Rent. For the Buyer. Without limitation purpose of the foregoing, all calculations of the rate of interest determining whether or not any Excess has been contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator from Borrower in connection herewithwith this Agreement shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations. If at any time Borrower and from time Lender shall, to time the maximum extent permitted under Applicable Law, (i) the amount of interest payable to the Originator on characterize any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence non-principal payment as an expense, fee or premium rather than as Interest and (ii) in respect exclude voluntary prepayments and the effects thereof. The provisions of any subsequent interest computation period the amount of interest otherwise payable to the Originator would this Section shall be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue deemed to be computed at incorporated into every Loan Document (whether or not any provisions of this Section is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrower and all figures set forth therein shall, for the Originator’s Maximum Permissible Rate until sole purpose of computing the total amount extent of interest payable Obligations, be automatically recomputed by Borrower, and by any court considering the same, to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving give effect to the provisions of the foregoing sentenceadjustments or credits required by this Section.

Maximum Interest. Notwithstanding It is the intention of the parties hereto that the Agent and each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby or by any other Loan Document would be usurious as to the Agent or any Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to the Agent or such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in this Subordinated Note to Agreement or any other Loan Document or any agreement entered into in connection with or as security for the contraryObligations, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then it is agreed as follows: (i) the amount aggregate of all consideration which constitutes interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced law applicable to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer Agent or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest Lender that is contracted for, taken, reserved, charged or received by the Originator Agent or such Lender under this Subordinated Note Agreement or any other Loan Document or agreements or otherwise in connection with the Obligations shall under no circumstances exceed the maximum amount allowed by such applicable law, any excess shall be canceled automatically and if theretofore paid shall be credited by the Agent or such Lender on the principal amount of the Obligations (or, to the extent that are made for the purpose principal amount of determining whether the Obligations shall have been or would thereby be paid in full, refunded by the Agent or such rate exceeds Lender, as applicable, to the Highest Lawful Rate Borrowers); and (ii) in the event that the maturity of the Obligations is accelerated by reason of any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Originator (Agent or any Lender may never include more than the maximum amount allowed by such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be madecanceled automatically by the Agent or such Lender, as applicable, as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the Agent or such Lender, as applicable, on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by the Agent or such Lender to the Borrowers). All sums paid or agreed to be paid to the Agent or any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by usury laws law applicable to the Originator (now Agent or hereafter enacted)such Lender, be amortized, prorated, allocated and spread throughout the full term of the Loans until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewithsuch applicable law. If at any an time and from time to time (ix) the amount of interest payable to the Originator Agent or any Lender on any date shall be computed at the Originator’s Maximum Permissible Highest Lawful Rate applicable to the Agent or such Lender pursuant to the provisions of the foregoing sentence this Section 12.19 and (iiy) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator Agent or such Lender would be less than the amount of interest payable to the Originator Agent or such Lender computed at the Originator’s Maximum Permissible RateHighest Lawful Rate applicable to the Agent or such Lender, then the amount of interest payable to the Originator Agent or such Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Highest Lawful Rate applicable to the Agent or such Lender until the total amount of interest payable to the Originator Agent or such Lender shall equal the total amount of interest which would have been payable to the Originator Agent or such Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencethis Section 12.19.

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

Maximum Interest. (a) In no event shall the interest charged with respect to the Loans, the Notes or any other Obligations of any Credit Party under the Loan Documents exceed the maximum amount permitted under the laws of the jurisdiction whose law is specified as the governing law of this document pursuant to Section 11.10 or of any other applicable jurisdiction. For the purposes of making any such determination hereunder, the Loans hereunder shall be deemed a single loan in the amount of the Commitments. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable for the account of any Lender hereunder or any other Loan Document (the "Stated Rate") would exceed the highest rate of interest permitted under any applicable law to be charged by such Lender (the Buyer under this Subordinated Note to a rate in excess of the Highest "Maximum Lawful Rate"), then (i) for so long as the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Maximum Lawful Rate shall would be refunded to the Buyer. Without limitation of the foregoingso exceeded, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made payable for the purpose account of determining whether such rate exceeds the Highest Lawful Rate applicable Lender shall be equal to the Originator (such Highest Maximum Lawful Rate; provided that if at any time thereafter the Stated Rate being herein called is less than the “Originator’s Maximum Permissible Lawful Rate”) shall be made, the Borrower shall, to the extent permitted by usury laws applicable law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the Originator total interest which such Lender would have received had the Stated Rate been (now but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (c) Regardless of any provision contained in any Loan Document, no Lender is entitled to contract for, charge, take, reserve, receive, or hereafter enacted)apply, by amortizingas interest on all or any part of the Obligation, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all in excess of the Maximum Lawful Rate, and, if any Lender ever does so, then any excess shall be treated as a partial prepayment of principal and any remaining excess shall be refunded to the Borrower. In determining if the interest at any time contracted forpaid or payable exceeds the Maximum Lawful Rate, charged or received by the Originator in connection herewith. If at any time Borrower and from time Lenders shall, to time the maximum extent permitted under Applicable Law, (i) treat all Advances as but a single extension of credit (and the amount of interest payable to Lenders and the Originator on any date shall be computed at Borrower agree that is the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence case and that provision in this agreement for multiple Advances is for convenience only), (ii) in respect of characterize any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less nonprincipal payment as an expense, fee, or premium rather than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rateas interest, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until (iii) exclude voluntary prepayment and their effects, and (iv) amortize, prorate, allocate, and spread the total amount of interest payable throughout the entire contemplated term of the obligations. However, if the Obligations are paid in full before the end of its full contemplated term, and if the interest received for its actual period of existence exceeds the Maximum Lawful Amount, the Lenders shall refund any excess (and Lenders may not, to the Originator shall equal extent permitted by Applicable Law, be subject to any penalties provided by any Applicable Laws for contacting for, charging, taking, reserving, or receiving interest in excess of the total amount Maximum Lawful Amount). If the Applicable Laws of interest the State of Texas apply for purposes of determining the "Maximum Lawful Rate", then such term means the "weekly ceiling" from time to time in effect under Texas Finance Code Section303.305. Borrower agrees that Chapter 346 of the Texas Finance Code, as amended (which would have been payable regulates certain revolving credit loan accounts and revolving triparty accounts), does not apply to the Originator if the total amount of Obligations. (d) In computing interest had been computed without giving effect payable with reference to the provisions Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. (e) If any Lender has received interest hereunder in excess of the foregoing sentenceMaximum Lawful Rate with respect to such Lender, such excess amount shall be applied to the reduction of the outstanding principal balance of its Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to the Borrower.

Maximum Interest. Notwithstanding anything The provisions of this Deed of Trust and of all agreements between Trustor and Beneficiary, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in this Subordinated no contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed to be paid ("Interest") to Beneficiary for the contraryuse, forbearance or retention of the money loaned under the Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between Trustor and Beneficiary shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then, ipso facto, the Buyer obligation to be performed or fulfilled shall never be required reduced to pay unearned interest on such limit, and if, from any amount outstanding hereunder and circumstance whatsoever, Beneficiary shall never be required to pay interest on the principal amount outstanding hereunder at a rate ever receive anything of value deemed Interest by applicable law in excess of the maximum nonusurious interest rate that may lawful amount, an amount equal to any excessive Interest shall be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called applied to the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess reduction of the Highest Lawful Rateprincipal balance owing under the Note in the inverse order of its maturity (whether or not then due), then (i) in which event the amount of interest which would otherwise each payment shall remain the same, but the portion of the amount of each payment to be payable by applied to the Buyer principal indebtedness due under this Subordinated the Note shall be recalculated based on the reduced principal or, at the option of Beneficiary, be paid over to Trustor, and not to the amount allowed by Applicable Law, and payment of Interest. All Interest (iiincluding any amounts or payments deemed to be Interest) any unearned interest paid by the Buyer or any interest agreed to be paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeBeneficiary shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full period until payment in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions principal balance of the foregoing sentenceNote so that the Interest thereon for such full period will not exceed the maximum amount permitted by applicable law. This Section will control all agreements between Trustor and Beneficiary.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryany other provision herein, the Buyer shall never aggregate interest rate charged or agreed to be required paid with respect to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted forObligations, charged including all charges or received under applicable federal or state law (such maximum rate being herein called fees in connection therewith deemed in the “Highest Lawful Rate”). If the effective rate nature of interest which would otherwise be payable under this Subordinated Note would Applicable Law shall not exceed the Highest Lawful Rate, or if . If the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by (determined without regard to the Buyer preceding sentence) under this Subordinated Note Agreement at any time exceeds the Highest Lawful Rate, the aggregate outstanding amount of the Term Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Term Loans made hereunder are Paid in Full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to a rate the extent permitted by law, Borrowers shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest that would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and each of the Credit Parties to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then (i) any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the aggregate outstanding amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer Term Loans made hereunder or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation each of the foregoing, all calculations of applicable Credit Parties. In determining whether the rate of interest contracted for, charged charged, or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate Administrative Agent or a Lender exceeds the Highest Lawful Rate applicable to the Originator (Rate, such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madePerson may, to the extent permitted by usury laws applicable to Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the Originator effects thereof, and (now or hereafter enacted)c) amortize, by amortizingprorate, prorating allocate, and spreading spread in equal or unequal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable interest, throughout the contemplated term of the Obligations hereunder. Notwithstanding anything to the Originator contrary contained in this Agreement or in any other Loan Document, all agreements which either now are or which shall equal become agreements among Borrowers, Guarantors, Administrative Agent and Lenders are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under this Agreement or any other Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the Debt evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of Borrowers, Guarantors, Administrative Agent and Lenders. If the applicable state or federal law is amended in the future to allow a greater rate of interest which would have been payable to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the Originator if the total amount maximum rate of interest had been computed without giving effect allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to the provisions of the foregoing sentenceLenders by reason thereof shall be payable in accordance with this Agreement.

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

Maximum Interest. Notwithstanding anything in this Subordinated Note It is the intention of the Bank and the Borrower to comply with the laws of the State of Illinois, and, notwithstanding any provision to the contrarycontrary contained herein or in the other Related Documents, the Buyer Borrower shall never not be required to pay unearned interest on pay, and the Bank shall not be permitted to collect, any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious amount of interest rate that may be contracted for, charged or received under permitted by applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”"EXCESS INTEREST"). If the effective rate any Excess Interest is provided for or determined to have been provided for by a court of interest which would otherwise be payable under competent jurisdiction in this Subordinated Note would exceed the Highest Lawful Rate, Agreement or if the holder of this Subordinated Note shall receive in any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rateother Related Documents, then in such event (i) the amount provisions of this SECTION 4.15 shall govern and control; (ii) the Borrower shall not be obligated to pay any Excess Interest; (iii) any Excess Interest that the Bank may have received hereunder shall be, at the Bank's sole option, (A) applied as a credit against either the outstanding principal balance of the Revolving Loans or accrued and unpaid interest which would otherwise be payable by hereon, (B) refunded to the Buyer under this Subordinated Note payor thereof, or (C) any combination of the foregoing; (iv) the interest rate(s) provided for herein shall be automatically reduced to the amount maximum rate allowed by Applicable Lawunder applicable law, and this Agreement and the other Related Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction; and (iiv) the Borrower shall not have any unearned interest paid by action against the Buyer or Bank for any interest paid by the Buyer in excess damages arising out of the Highest Lawful Rate shall be refunded to the Buyerpayment or collection of any Excess Interest. Without limitation of Notwithstanding the foregoing, all calculations if any interest payment or other charge or fee payable hereunder or under any of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate other Related Documents exceeds the Highest Lawful Rate maximum amount then permitted by applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madelaw, then to the extent permitted by usury laws law, the Borrower shall be obligated to pay the maximum amount then permitted by applicable law and the Borrower shall continue to pay the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any maximum amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of permitted by applicable law until all such interest payable to the Originator on payments and other charges and fees otherwise due hereunder or under any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and other Related Documents (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect absence of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would restraint imposed by applicable law) have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencepaid in full.

Maximum Interest. Notwithstanding anything in (a) No provision of this Subordinated Agreement or any Note shall require the payment to any Lender or permit the contrary, the Buyer shall never be required to pay unearned collection by any Lender of interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious rate of interest rate that may be contracted for, charged or received under from time to time permitted (after taking into account all consideration which constitutes interest) by laws applicable federal or state law to the Lender Debt and binding on any Lender (such maximum rate being herein called the “Highest Lawful Lender's "Maximum Permissible Rate”"). . (b) If the effective rate of interest which would otherwise be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then (i) the amount of interest which computed without giving effect to this Section 1.11 and payable on any interest payment date in respect of the preceding interest computation period would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to exceed the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by computed in respect of such period at the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) , the amount of interest payable to the Lender on such date in respect of such period shall be made, to computed at the extent permitted by usury laws applicable to the Originator Maximum Permissible Rate. (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. c) If at any time and from time to time time: (i) the amount of interest payable to the Originator any Lender on any interest payment date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence preceding subsection (b); and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator Lender would be less than the amount of interest payable to the Originator Lender computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator Lender in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator Lender shall equal the total amount of interest which would have been payable to the Originator Lender if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencepreceding subsection (b).

Maximum Interest. Notwithstanding anything in this Subordinated Note (a) In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under applicable law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under applicable law: (i) the interest rates hereunder will be reduced to the contrarymaximum rate permitted under applicable law; (ii) such excess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously unpaid principal balance, the Buyer applicable Lender shall never promptly refund such excess amount to Borrowers and the provisions hereof shall be required deemed amended to pay unearned provide for such permissible rate. (b) If the amount of any interest, premium, fees or other monies or any rate of interest on stipulated for, taken, reserved or extracted under the Credit Documents would otherwise contravene the provisions of Section 347 of the Criminal Code (Canada), Section 8 of the Interest Act (Canada) or any successor or similar legislation (including any usury law in the U.S.), or would exceed the amounts which any Lender is legally entitled to charge and receive under any law to which such compensation is subject, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision; and to the extent that any excess has been charged or received such Lender shall apply such excess against the outstanding hereunder Loans and shall never be required refund any further excess amount to pay the applicable Borrower. (c) If any provision of this Agreement or any other Credit Document would obligate Borrowers or a Credit Party to make any payment of interest on the principal or other amount outstanding hereunder payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by any Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by such Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount or rate of interest required to be paid to such Lender under this Section 4.06; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute interest for purposes of the Criminal Code (Canada) or other applicable law; provided that, notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender receives an amount in excess of the maximum nonusurious interest rate that may permitted by the Criminal Code (Canada) or other Applicable Law, then Borrowers shall be contracted forentitled, charged by notice in writing to such Lender, to obtain reimbursement from such Lender in an amount equal to the excess, and 21029590V.1 pending reimbursement, the amount of the excess shall be deemed to be an amount payable by such Lender to Borrowers and shall be promptly paid to Borrowers. Any amount or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise referred to in this Agreement shall be payable under this Subordinated Note would exceed the Highest Lawful Rate, or if the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase the determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest payable by over the Buyer under this Subordinated Note term that any Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a rate in excess specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the earlier of the Highest Lawful Ratedate of advance and the Closing Date to the relevant Maturity Date and, then (i) in the amount event of interest which would otherwise be payable a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Buyer under this Subordinated Note Administrative Agent shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made conclusive for the purpose purposes of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentencethat determination.

Maximum Interest. (a) In no event shall the interest charged with respect to the Notes or any other obligations of the Company under the Financing Documents exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction. (b) Notwithstanding anything in this Subordinated Note to the contrarycontrary herein or elsewhere, if at any time the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be charged or payable for the account of any Lender hereunder or under this Subordinated any Note or other Financing Document (the "Stated Rate") would exceed the Highest highest rate of interest permitted under any applicable law to be charged by such Lender (the "Maximum Lawful Rate"), or if then for so long as the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which Maximum Lawful Rate would increase be so exceeded, the effective rate of interest payable by for the Buyer under this Subordinated Note account of such Lender shall be equal to a rate in excess of the Highest Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, then (i) the amount of interest which would otherwise be payable by the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Law, and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer in excess of the Highest Lawful Rate shall be refunded to the Buyer. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeCompany shall, to the extent permitted by usury laws law, continue to pay interest for the account of such Lender at the Maximum Lawful Rate until such time as the total interest received by such Lender is equal to the total interest which such Lender would have received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of such Lender shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. (c) In no event shall the total interest received by any Lender exceed the amount which such Lender could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate with respect to such Lender. (d) In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received Maximum Lawful Rate divided by the Originator number of days in connection herewith. the year in which such calculation is made. (e) If at any time and from time Lender has received interest hereunder in excess of the Maximum Lawful Rate with respect to time (i) the such Lender, such excess amount of interest payable shall be applied to the Originator on any date reduction of the principal balance of its Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be computed at the Originator’s Maximum Permissible Rate pursuant paid to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceCompany.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything in this Subordinated Note herein to the contrarycontrary notwithstanding, the Buyer obligations of the Borrower to the Lenders under this Agreement, the other Loan Documents and any other document or instrument executed in connection herewith or therewith, shall never be subject to the limitation that payments of interest or of other amounts constituting interest under applicable law to a Lender shall not be required to pay unearned interest on any amount outstanding hereunder and shall never the extent that receipt thereof would be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious Highest Lawful Rate, or otherwise contrary to provisions of law applicable to such Lender limiting rates of interest rate that which may be charged or collected by such Lender. Accordingly, if the transactions or the amount paid or otherwise agreed to be paid for the use, forbearance or detention of money under this Agreement, the other Loan Documents and any other document or instrument executed in connection herewith or therewith would exceed the Highest Lawful Rate or otherwise be usurious under applicable law (including the federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to any Lender then, in that event, notwithstanding anything to the contrary in this Agreement or the other Loan Documents and any other document or instrument executed in connection herewith or therewith, it is agreed as follows as to such Lender: (a) with respect to such Lender, the provisions of this Section 3.2.4 shall govern and control over any other provision in this Agreement, the other Loan Documents and any other document or instrument executed in connection herewith or therewith and each provision set forth therein is hereby so limited; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, the other Loan Documents, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable federal or state law (such maximum rate being lawful interest rate, if any, with respect to such Lender herein called the “Highest Lawful Rate”). If the effective rate of interest which would otherwise be payable , and all amounts owed under this Subordinated Note would exceed Agreement, the Highest Lawful Rate, other Loan Documents and any other document or if the holder of this Subordinated Note instrument executed in connection herewith or therewith shall receive any unearned interest or shall receive monies that are deemed be held subject to constitute interest which would increase the effective rate of interest payable by the Buyer under this Subordinated Note to a rate in excess of the Highest Lawful Rate, then reduction and (i) the amount of interest which would otherwise be payable by to such Lender hereunder and under the Buyer under this Subordinated Note other Loan Documents and any other document or instrument executed in connection herewith or therewith, shall be automatically reduced to the amount allowed by Applicable Law, under applicable law and (ii) any unearned interest paid by the Buyer or any interest paid by the Buyer Borrower in excess of the Highest Lawful Rate shall be credited to the Borrower by such Lender (or, if such consideration shall have been paid in full, refunded to the Buyer. Without limitation Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use, forbearance and detention of the foregoing, all calculations indebtedness of the rate of interest contracted for, charged or received by the Originator under this Subordinated Note that are made for the purpose of determining whether Borrower to such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLender hereunder shall, to the extent permitted by usury laws applicable to law, be amortized, prorated, allocated and spread throughout the Originator (now or hereafter enacted), by amortizing, prorating and spreading full term of such indebtedness until payment in equal parts during full so that the actual period during which any amount has been outstanding hereunder all rate of interest is uniform throughout the full term thereof; (d) if at any time contracted forthe interest provided pursuant to Sections 3.2.1 or 3.2.2, charged as the case may be, together with any other fees payable pursuant to or received by the Originator in connection herewith. If with this Agreement and deemed interest under applicable law, with respect to any Lender exceeds that amount which would have accrued at any time and from time to time (i) the Highest Lawful Rate, the amount of interest payable and any such fees to accrue to such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the Originator on any date shall be computed contrary in this Agreement to that amount which would have accrued at the Originator’s Maximum Permissible Highest Lawful Rate for such Lender, but any subsequent reductions, as applicable, shall not reduce the interest to accrue pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originatorthis Agreement below such Lender’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Highest Lawful Rate until the total amount of interest payable to such Lender (including all consideration which constitutes interest) equals the Originator shall equal the total amount of interest which would have been payable to such Lender (including all consideration which constitutes interest) assuming a varying rate per annum equal to the Originator if interest provided pursuant to Sections 3.2.1 and 3.2.2 at all times in effect, plus the total amount of interest had fees which would have been computed without giving received but for the effect to the provisions of the foregoing sentencethis Section 3.2.4.

Maximum Interest. Notwithstanding anything in this Subordinated Note to the contraryIn no event shall interest, the Buyer shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate charges or other amounts that may be are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under applicable federal or state law Applicable Law (such "interest") exceed the highest rate permissible under Applicable Law ("maximum rate"). If, in any month, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate being herein called and, if in a future month, that interest rate would otherwise be less than the “Highest Lawful Rate”). If maximum rate, then the effective rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would otherwise be payable under this Subordinated Note would exceed have accrued if it had not been limited by the Highest Lawful Ratemaximum rate. If, or if upon Full Payment of the holder of this Subordinated Note shall receive any unearned interest or shall receive monies that are deemed to constitute interest which would increase Obligations, the effective rate total amount of interest payable by actually paid under the Buyer Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under this Subordinated Note to a rate in excess of the Highest Lawful RateLoan Documents, then Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders, (a) the lesser of (i) the amount of interest which that would otherwise be payable by have been charged if the Buyer under this Subordinated Note shall be reduced to the amount allowed by Applicable Lawmaximum rate had been in effect at all times, and or (ii) any unearned the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid by under the Buyer Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest paid by the Buyer in excess of the Highest Lawful Rate maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon Full Payment of the Obligations, any balance shall be refunded to the BuyerBorrowers. Without limitation of the foregoing, all calculations of the rate of In determining whether any excess interest contracted for, has been charged or received by Agent or any Lender, all interest at any time charged or received from Borrowers in connection with the Originator under this Subordinated Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum Permissible Rate”) shall be madeLoan Documents shall, to the extent permitted by usury laws applicable to the Originator (now or hereafter enacted)Applicable Law, by amortizingbe amortized, prorating prorated, allocated and spreading spread in equal parts during throughout the actual period during which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Originator in connection herewith. If at any time and from time to time (i) the amount of interest payable to the Originator on any date shall be computed at the Originator’s Maximum Permissible Rate pursuant to the provisions full term of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Originator would be less than the amount of interest payable to the Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest payable to the Originator in respect of such subsequent interest computation period shall continue to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest payable to the Originator shall equal the total amount of interest which would have been payable to the Originator if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentenceObligations.