Common use of Maximum Interest Clause in Contracts

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law 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 any or all 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 (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, 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 or Guarantorrecognizes 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 the Administrative 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 Interest as and to the extent required by applicable lawApplicable 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) no Borrower shall 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest Interest at any time contracted for, charged or received from any Borrower or Guarantor all Borrowers in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrowers, Agent and Lenders shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 2.10 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein). All such Loan Documents and communications relating to any Interest owed by any or all Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10.

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.10 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything The invalidity, or unenforceability in particular circumstances, of any provisions of this Deed of Trust shall not extend beyond such provision in such circumstances and no other provision of this Deed of Trust shall be affected thereby. It is the intention of the parties hereto to comply with the applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary contained in the Note or any instrument evidencing the Indebtedness, or in this Agreement Deed of Trust or any of the other Loan Documentsdocuments or instruments securing payment of the Indebtedness or otherwise relating thereto, in no event whatsoever shall the aggregate Note or such documents require the payment or permit the collection of interest in excess of the maximum amount permitted by such laws. If any such excess interest is contracted for, charged or received, under the Note or any instrument evidencing the Indebtedness, or under this Deed of Trust or under the terms of any of the other documents securing payment of the Indebtedness or otherwise relating thereto, or in the event the maturity of any of the Indebtedness is accelerated in whole or in part, or in the event that all amounts or part of the principal or interest of the Indebtedness shall be prepaid, so that are under any of such circumstances, the amount of interest contracted for, charged or received by under the Administrative Agent Note or any Lender pursuant to instruments evidencing the terms Indebtedness, or under this Deed of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder Trust or under any of the other Loan Documents, whether at maturity instruments securing payment of the Indebtedness or by prepaymentotherwise relating thereto, shall exceed the maximum amount of interest permitted by the applicable usury laws, then in any such event (a) the provisions of this paragraph shall govern and control, (b) neither Grantors nor any other person or entity now or hereafter liable for the payment of the Note or any instrument evidencing the Indebtedness shall be subject obligated to any rebate pay the amount of unearned such interest as and to the extent required that it is in excess of the maximum amount of interest permitted by the applicable lawusury laws, (c) any such excess that may have been collected shall be either applied as a credit against the then unpaid principal amount of the Indebtedness or refunded to Grantors, at the holder's option, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction thereof. For It is further agreed that without limitation of the purpose foregoing, all calculations of determining whether or not any Excess has been the rate of interest contracted for, charged or received under the Note, or any instrument evidencing the Indebtedness, or under this Deed of Trust or under such other documents that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by the Administrative Agent applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loans evidenced by the Note or any Lenderthe instruments evidencing the Indebtedness, all interest at any time contracted for, charged or received from any Borrower Grantors or Guarantor otherwise by the holder or holders hereof in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)such loans.

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 3.11 is referred to therein).

Maximum Interest. Notwithstanding anything It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, notwithstanding any provision to the contrary contained in this Agreement, or in any contract, instrument or document evidencing or securing the payment hereof or otherwise relating hereto (each, a “Related Document”), in no event shall this Agreement or any Related Document require the payment or permit the payment, taking, reserving, receiving, collection or charging of any sums constituting interest under applicable laws that exceed the other Loan Documentsmaximum amount of interest permitted by such laws, in no event whatsoever shall as the aggregate of all amounts that are same may be amended or modified from time to time (the “Maximum Rate”). If any such excess interest is called for, contracted for, charged charged, taken, reserved or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any Related Document, or in any communication by the Agent, the Lenders or any other Person to Borrower or any other Person, or in the event that all or part of the principal or interest hereof or thereof shall be prepaid or accelerated, so that under any of such circumstances or under any other Loan Documents circumstance whatsoever the amount of interest contracted for, charged, taken, reserved or received on the amount of principal actually outstanding from time to time under this Agreement or Related Document shall exceed the Maximum Rate, then in such event it is agreed that: (i) the provisions of this paragraph shall govern and control; (ii) neither Borrower nor any other person or entity now or hereafter liable for the payment of the Obligations under this Agreement or any Related Document shall be obligated to pay the amount of such interest to the extent it is in excess of the Maximum Rate; (iii) any such excess interest which is or has been received by the Lenders shall be credited against the then unpaid principal balance hereof or thereof, or if the Obligations or any Related Document has been or would be paid in full by such credit, refunded to Borrower; (iv) all sums paid, or agreed to be paid, to the Agent for the benefit of the Lenders for the use, forbearance and detention of the amounts owed under this Agreement by Borrower hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the Obligations, including all prior and subsequent renewals and extensions, owed under this Agreement and the Related Documents until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (v) the provisions of this Agreement and each Related Document, and any other communication to Borrower, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the Maximum Rate. The right to accelerate the maturity of the Obligations or any Related Document does not include the right to accelerate, collect or charge unearned interest, but only such interest that has otherwise accrued as of the date of acceleration. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, reserved or received in connection with this Agreement and any Related Document which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made to the extent permitted by applicable laws by amortizing, prorating, allocating and spreading during the entire period of the full term of this Agreement or such Related Document, including all prior and subsequent renewals and extensions hereof or thereof, all interest at any time contracted for, charged, taken, reserved or received by any Lender. To the extent that the interest rate laws of the State of Texas are applicable to this Agreement, any Note or any other Loan Document, the applicable interest rate ceiling is the indicated (weekly) ceiling determined in accordance with Chapter 303 of the amounts outstanding from time Texas Finance Code, as amended, and, to time hereunder and the Maximum Interest Rate from time extent that any Obligation under this Agreement, any Note or any other Loan Document is deemed an open end account as such term is defined in Chapter 302 of the Texas Finance Code, as amended, the Agent retains the right to time modify the interest rate in effect in order to lawfully charge the maximum amount of interest permitted under accordance with applicable lawslaw. The provisions terms of this Section 3.1 paragraph shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)Related Document.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law Applicable Law exceed the Maximum Interest Rate highest rate permissible under any Applicable Law (including, to the extent applicable, the 18 U.S.C. § 85). No agreements, conditions, provisions of Section 5197 or stipulations contained in this Agreement or any of the Revised Statutes other Loan Documents or the exercise by Agent of the United States right to accelerate the payment or the maturity of America as amendedall or any portion of the Obligations, 12 U.S.C. Section 85or the exercise of any option whatsoever contained in any of the Loan Documents, as amended). In no event or the prepayment by Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Borrower Lender to charge or Guarantor be obligated to pay receive in any event, interest or such amounts as may be any charges, amounts, premiums or fees deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received 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 and Guarantor acknowledges and stipulates Borrowers stipulate that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment extent received, shall be applied first to reduce the principal of then outstanding such Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, if any, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. Each Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 3.1.1, and the Maximum Rate, such Borrower or Guarantoran unintentional result could inadvertently occur. All monies paid to the Administrative 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 Interest as and to the extent required by applicable lawApplicable 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest Interest at any time contracted for, charged or received from any Borrower or Guarantor Borrowers in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrowers, Agent and Lenders shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.11.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law Applicable Law exceed the Maximum Interest Rate highest rate permissible under any Applicable Law (including, to the extent applicable, the 12 U.S.C.Section85). No agreements, conditions, provisions of Section 5197 or stipulations contained in this Agreement or any of the Revised Statutes other Loan Documents or the exercise by Agent of the United States right to accelerate the payment or the maturity of America as amendedall or any portion of the Obligations, 12 U.S.C. Section 85or the exercise of any option whatsoever contained in any of the Loan Documents, as amended). In no event or the prepayment by Borrowers of any of the Obligations, or the occurrence of any contingency whatsoever, shall entitle Agent or any Borrower Lender to charge or Guarantor be obligated to pay receive in any event, interest or such amounts as may be any charges, amounts, premiums or fees deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received 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 and Guarantor acknowledges and stipulates Borrowers stipulate that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment extent received, shall be applied first to reduce the principal of then outstanding such Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, if any, returned to Borrowers, it being the intent of the parties hereto not to enter into a usurious or otherwise illegal relationship. Each Borrower recognizes that, with fluctuations in the rates of interest set forth in Section 3.1.1, and the Maximum Rate, such Borrower or Guarantoran unintentional result could inadvertently occur. All monies paid to the Administrative 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 Interest as and to the extent required by applicable lawApplicable 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest Interest at any time contracted for, charged or received from any Borrower or Guarantor Borrowers in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrowers, Agent and Lenders shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein). All such Loan Documents and communications relating to any Interest owed by Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.11.

Maximum Interest. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender Lenders pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Financing Agreements, or any Event of Default, or the exercise by Lenders 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 this Agreement or any of the other Financing Agreements, or the prepayment by Borrowers of any of the Obligations, or the occurrence of any event or contingency whatsoever shall entitle Agent or Lenders to contract for, charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law in excess of the Maximum Interest Rate. In no event shall any Borrower or Guarantor Borrowers be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. 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 or such amounts which are deemed to constitute interest in amounts which exceed the Maximum Interest Rate shall be without binding force or effect, at law or in equity, to the extent of the excess of interest or such amounts which are deemed to constitute interest over such Maximum Interest Rate. (b) In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender and Lenders shall be applied, applied first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, 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 does not intend to collect any unearned interest in the event of any such acceleration. Each Borrower or Guarantorrecognizes that, with fluctuations in the rates of interest set forth in Section 3.1 of this Agreement and the Maximum Interest Rate, such an unintentional result could inadvertently occur. All monies paid to the Administrative Agent or any Lender Lenders hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. (c) By the execution of this Agreement, each Borrower agrees that (A) the credit or return of any Excess shall constitute the acceptance by Borrowers of such Excess, and (B) no Borrower shall seek or pursue any other remedy, legal or equitable, against Agent and Lenders, based in whole or in part upon contracting for, charging or receiving any interest or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lenderand Lenders, all interest at any time contracted for, charged or received from any Borrower or Guarantor Borrowers in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. . (d) Borrowers, Agent and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest and (ii) exclude voluntary prepayments and the effects thereof. (e) The provisions of this Section 3.1 3.4 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein). Each of the Financing Agreements and communications relating to any interest owed by Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section.

Maximum Interest. Notwithstanding anything No agreements, conditions, provisions or stipulations contained in this Agreement or in any of the other Financing Agreements, or any Default or Matured Default, or any exercise by U.S. Bank of the right to accelerate the contrary payment of the maturity of principal and interest, or to exercise any option whatsoever, contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, or the arising of any contingency whatsoever, shall entitle U.S. Bank to collect, in any event, interest exceeding the maximum authorized by law, and in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest exceeding such 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 a rate of interest exceeding the maximum allowed by law, shall be without binding force or effect, at law or in equity, to the extent only of the excess of interest over such amounts as may be deemed maximum interest under applicable law in amounts which exceed the Maximum Interest Rateallowed by law. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate maximum allowed by law (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident accidental and bona fide error, and that any such Excess received by the Administrative Agent or any Lender shall be appliedbe, first, applied to reduce the payment principal of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdany Liabilities due, and, second, returned to such Borrower or Guarantor. All monies paid to Borrower, it being the Administrative Agent or any Lender hereunder or under any intention of the parties not to enter at any time into a usurious or otherwise illegal relationship. Borrower and U.S. Bank both recognize that, with fluctuations of index rates and applicable margins, such an unintentional result could inadvertently occur. By the execution of this Agreement, Borrower covenants that: (a) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess; and (b) Borrower shall not seek or pursue any other Loan Documentsremedy, whether at maturity legal or equitable, against U.S. Bank based, in whole or in part, upon the charging or receiving of any interest in excess of the maximum authorized by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderU.S. Bank, all interest at any time contracted for, charged or received from any Borrower or Guarantor by U.S. Bank in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, Liabilities shall be amortized, prorated, allocated and spread in equal parts during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)Agreement.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this ---------------- Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Note or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable 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 Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Bank shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Note and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (such excess amount, the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, applied to the payment of then outstanding and unpaid principal hereunder; second second, applied to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).applicable

Maximum Interest. Notwithstanding anything National Beef Packing Company Credit Agreement 78 No agreements, conditions, provisions or stipulations contained in this Agreement or in any of the other Financing Documents, or any Matured Default, or any exercise by the Agent of the right to accelerate the contrary payment of the maturity of principal and interest, or to exercise any option whatsoever, contained in this Agreement or any of the other Loan Financing Documents, or the arising of any contingency whatsoever, shall entitle the Agent to collect, in any event, interest exceeding the Highest Lawful Rate, and in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest exceeding the Highest Lawful Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel the Borrower to pay a rate of interest exceeding the Highest Lawful Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Highest Lawful Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Highest Lawful Rate (“"Excess”"), each the Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident accidental and bona fide error, and that any such Excess received by the Administrative Agent or any Lender shall be appliedbe, first, applied to reduce the payment principal of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdany Liabilities due, and, second, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any Borrower, it being the intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship. The Borrower and the Agent both recognize that, with fluctuations in the Base Rate and the LIBOR Rate, such an unintentional result could inadvertently occur. By the execution of this Agreement, the Borrower covenants that (a) the credit or return of any Excess shall constitute the acceptance by the Borrower of such Excess and (b) the Borrower shall not seek or pursue any other Loan Documentsremedy, whether at maturity legal or by prepaymentequitable, shall be subject to against the Agent, any rebate Issuer, the Swing Line Lender or the Lenders based, in whole or in part, upon the charging or receiving of unearned any interest as and to in excess of the extent required by applicable lawHighest Lawful Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent Agent, any Issuer, the Swing Line Lender or any Lenderthe Lenders (as the case may be), all interest at any time contracted for, charged or received from any Borrower by the Agent, the Issuers, the Swing Line Lender or Guarantor the Lenders in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, Liabilities shall be amortized, prorated, allocated and spread in equal parts during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)Agreement.

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in In no event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder and charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (includingRate, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event nor shall any Borrower or Guarantor provisions hereof be obligated construed as a contract to pay for the use, forbearance or detention of money with interest at a rate or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received an amount in excess of the Maximum Interest Rate. If any provisions of this Agreement 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 shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement 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 either Borrower shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate (“Excess”)shall be deemed charged, each Borrower and Guarantor acknowledges and stipulates that required or permitted by any court of competent jurisdiction, any such charge or receipt excess shall be the result of an accident applied as a payment and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment reduction of the other Obligations then outstanding and unpaidprincipal of indebtedness evidenced by this Agreement; and thirdand, returned to such Borrower or Guarantor. All monies if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to the Administrative 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 lawBorrowers. For the purpose of In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Borrowers shall, to the extent permitted by applicable lawApplicable Law, be amortized1. characterize any non-principal payment as an expense, proratedfee, allocated or premium rather than as interest, 1. exclude voluntary prepayments and the effects thereof, and 1. amortize, prorate, allocate, and spread during in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Agreement so that the interest for the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and does not exceed the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)Rate.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other DIP Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other DIP Loan Documents and that are deemed interest under applicable law 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 DIP 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 DIP Loan Documents, or the prepayment by any or all 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 (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, 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 or Guarantorrecognizes 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 the Administrative Agent or any Lender hereunder or under any of the other DIP Loan Documents, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest Interest as and to the extent required by applicable lawApplicable 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) no Borrower shall 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest Interest at any time contracted for, charged or received from any Borrower or Guarantor all Borrowers in connection with this Agreement or any of the other DIP Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrowers, Agent and Lenders shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 2.10 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein). All such DIP Loan Documents and communications relating to any Interest owed by any or all Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan DIP Financing Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan DIP Financing Documents and that are deemed interest under applicable law 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 DIP 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 DIP 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 (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, 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 or Guarantorrecognizes 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 the Administrative Agent or any Lender hereunder or under any of the other Loan DIP 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 lawApplicable 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan DIP Financing Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Lender shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 2.6 shall be deemed to be incorporated into each of the other Loan Documents every DIP Financing Document (whether or not any provision of this Section 3.1 is referred to therein). All such DIP Financing Documents and communications relating to any Interest owed by Borrower, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.6.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this ---------------- Agreement or any of the other Loan DIP Financing Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan DIP Financing Documents and that are deemed interest under applicable law 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 DIP Financing 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 DIP Financing 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 (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, 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 or Guarantorrecognizes 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 the Administrative Agent or any Lender hereunder or under any of the other Loan DIP 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 lawApplicable 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan DIP Financing Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower, Agent and Lenders shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 2.10 shall be deemed to be incorporated into each of the other Loan Documents every DIP Financing Document (whether or not any provision of this Section 3.1 is referred to therein). All such DIP Financing Documents and communications relating to any Interest owed by Borrower, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender and Lenders pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law 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 any or all 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 (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, 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 2.1.1 of this Agreement or Guarantorin the Term Note, and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to the Administrative 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 Interest as and to the extent required by applicable lawApplicable 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) no Borrower shall 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest Interest at any time contracted for, charged or received from any Borrower or Guarantor all Borrowers in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrowers, Agent and Lenders shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 2.10 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein). All such Loan Documents and communications relating to any Interest owed by any or all Borrowers and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.10.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Note or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable 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 Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Bank shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Note and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan DIP Financing Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan DIP Financing Documents and that are deemed interest under applicable law 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 DIP 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 DIP Financing Documents, or the prepayment by Borrowers 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 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 (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower Borrowers acknowledge and Guarantor acknowledges and stipulates stipulate that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, 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 Borrower or Guarantoracceleration, and Lender does not intend to collect any unearned interest in the event of any such acceleration. Borrowers recognize 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 the Administrative Agent or any Lender hereunder or under any of the other Loan DIP 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 lawApplicable Law. By the execution of this Agreement, Borrowers covenant that (i) the credit or return of any Excess shall constitute the acceptance by Borrowers of such Excess, and (ii) Borrowers 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor Borrowers in connection with this Agreement or any of the other Loan DIP Financing Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrowers and Lender shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 SECTION 2.6 shall be deemed to be incorporated into each of the other Loan Documents every DIP Financing Document (whether or not any provision of this Section 3.1 is referred to therein). All such DIP Financing Documents and communications relating to any Interest owed by Borrowers, and all figures set forth therein shall, for the sole purpose of computing the extent of Obligations, be automatically recomputed by Borrowers, and by any court considering the same, to give effect to the adjustments or credits required by this SECTION 2.6.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Laws, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Laws (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable Laws. By the execution of this Agreement, Borrower covenants that (a) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (b) Borrower shall not seek or pursue any other remedy, legal or equitable, against Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Laws, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Bank shall, to time hereunder the maximum extent permitted under Applicable Laws, (a) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (b) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Notes and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in In no event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder and charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (includingRate, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event nor shall any Borrower provisions hereof be construed as a contract to pay, for the use, forbearance or Guarantor be obligated to pay detention of money with interest at a rate or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received an amount in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that Rate. If any provisions of this Agreement contravene any such charge or receipt law, such provisions shall be deemed amended to conform to such law. Notwithstanding anything to the result contrary contained herein, no provision of an accident this Agreement shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and bona fide errorprevail, and that any Excess received by neither Borrower nor the Administrative Agent sureties, guarantors, successors or assigns of Borrower shall be obligated to pay the excess amount of such interest, or any Lender other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be applieddeemed charged, firstrequired or permitted by any court of competent jurisdiction, to the any such excess shall be applied as a payment of then outstanding and unpaid principal hereunder; second to the payment reduction of the other Obligations then outstanding and unpaidprincipal of indebtedness evidenced by this Agreement; and thirdand, returned to such Borrower or Guarantor. All monies if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to the Administrative 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 lawBorrower. For the purpose of In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized(i) characterize any non-principal payment as an expense, proratedfee, allocated or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread during in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Agreement so that the interest for the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and does not exceed the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)Rate.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Lenders of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Lenders to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Lenders, at the option of then outstanding and unpaid Lenders, promptly either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Lenders. All monies paid to the Administrative Agent or any Lender Lenders hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable Law. For By the purpose execution of determining whether this Agreement, Borrower covenants that (i) the credit or not return of any Excess has been contracted shall constitute the acceptance by Borrower of such Excess, and (ii) Borrower shall not seek or pursue any other remedy, legal or equitable, against Lenders, based in whole or in part upon contracting for, charged charging or received by the Administrative Agent or receiving any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor Interest in connection with this Agreement or any excess of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)Rate.

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of ---------------- the other Loan Documents, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law Applicable Law exceed the highest rate permissible under any Applicable Law. No agreements, conditions, provisions or stipulations contained in any of the 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, 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 (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, 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 or Guarantorrecognizes that, with fluctuations in the rates of interest set forth in Section 3.1.1 of this Agreement and the Maximum Rate, such an unintentional result could inadvertently occur. All monies paid to the Administrative 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 lawApplicable 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Lender shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 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 sole purpose of computing the extent of Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section 3.6.

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable 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 Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Bank shall, to time hereunder the maximum extent permitted under Applicable Law (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Notes and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to Borrower, Administrative Agent and Lenders hereby agree and stipulate that the contrary contained only charges imposed upon Borrower for the use of money in connection with this Agreement are and shall be the interest described in Section 2.4(a) and (b) and the original issue discount withheld on the advance of the Loans pursuant to Section 2.1(a). Borrower, Administrative Agent and Lenders further agree and stipulate that all closing fees, facility fees, unused fees, underwriting fees, default charges, funding or “breakage” charges, increased cost charges, and reimbursement for Expenses paid by Administrative Agent or any of Lender are charges to compensate Administrative Agent or such Lender for underwriting and administrative services and costs or losses performed or incurred by Administrative Agent or such Lender in connection with this Agreement and the other Loan DocumentsDocuments and shall under no circumstances be deemed to be charges for the use of money. Further, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents and that are deemed interest Document exceed the highest rate permissible under any applicable law exceed the Maximum Interest Rate (includingthat a court of competent jurisdiction shall, in a final determination, deem applicable hereto. All interest paid or agreed to be paid shall, to the extent applicablepermitted by applicable law, be amortized, prorated, allocated and spread throughout the provisions of Section 5197 entire period from the Closing Date until payment in full of the Revised Statutes principal of the United States Obligations (including the period of America as amended, 12 U.S.C. Section 85, as amended). In no event any renewal or extension thereof) so that the interest for such full period shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which not exceed the Maximum Interest Ratemaximum amount permitted by applicable law. In the event If any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”)maximum rate allowable under applicable law, each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shallexcess, to the extent permitted by applicable lawreceived, shall be amortizedapplied first, proratedto reduce the outstanding principal balance of the Loans and second, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder pay any Expenses owing and the Maximum Interest Rate from time balance, if any, returned to time in effect in order Borrower, it being the intent of the parties hereto not to lawfully charge the maximum amount of interest permitted under applicable lawsenter into a usurious or other illegal relationship. The provisions of this Section 3.1 2.6 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 2.6 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrowers of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrowers to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrowers to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrowers. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable Law. By the execution of this Agreement, Borrowers covenant that (i) the credit or return of any Excess shall constitute the acceptance by Borrowers of such Excess, and (ii) Borrowers shall not seek or pursue any other remedy, legal or equitable, against Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor Borrowers in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrowers and Bank shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Notes and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan DocumentsDocument, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Document and that are deemed interest under applicable law exceed the Maximum highest rate permissible under any applicable law, which a court of competent jurisdiction shall, in a final determination, deem applicable hereto or thereto. No agreements, conditions, provisions or stipulations contained in any of the Loan Documents nor the exercise by Lender of the right to accelerate the payment nor the maturity of all or any portion of the Obligations nor the exercise of any option whatsoever contained in any of the Loan Documents, nor the prepayment by Borrower of any of the Obligations, nor the occurrence of any contingency whatsoever, shall entitle Lender to charge or receive, in any event, interest or charges, amounts, premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to collectively as “Interest”) in excess of the maximum rate allowable under applicable law and in no event shall any Obligor be obligated to pay Interest Rate (includingexceeding 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 allowable under applicable law shall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended)Interest over such maximum rate. In no event shall If any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate maximum rate allowable under applicable law (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstsuch Excess, to the payment of then outstanding extent received, shall be applied first to reduce the principal Obligations and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and thirdbalance, if any, returned to such Borrower or Guarantor. All monies paid to Borrower, it being the Administrative Agent or any Lender hereunder or under any intent of the parties hereto not to enter into a usurious or other Loan Documentsillegal relationship. The right to accelerate the maturity of the Obligations does not include the right to accelerate any Interest that has not otherwise accrued on the date of such acceleration, whether at maturity or by prepayment, shall be subject and Lender does not intend to collect any rebate unearned Interest in the event of unearned interest as and to the extent required by applicable lawany such acceleration. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest Interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawsObligations. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Financing Agreements, or any Event of Default, 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 this Agreement or any of the other Financing Agreements, or the prepayment by Borrowers of any of the Obligations, or the occurrence of any event or contingency whatsoever, shall entitle Lender to contract for, charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law in excess of the Maximum Interest Rate. In no event shall any Borrower or Guarantor Borrowers be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. 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 or such amounts which are deemed to constitute interest in amounts which exceed the Maximum Interest Rate shall be without binding force or effect, at law or in equity, to the extent of the excess of interest or such amounts which are deemed to constitute interest over such Maximum Interest Rate. (b) In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, 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 Lender does not intend to collect any unearned interest in the event of any such acceleration. Each Borrower or Guarantorrecognizes that, with fluctuations in the rates of interest set forth in this Agreement and the Maximum Interest Rate, such an unintentional result could inadvertently occur. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. (c) By the execution of this Agreement, each Borrower agrees that (i) the credit or return of any Excess shall constitute the acceptance by each Borrower of such Excess, and (ii) no Borrower shall 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 or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. . (d) Each Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest and (ii) exclude voluntary prepayments and the effects thereof. (e) The provisions of this Section 3.1 3.4 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein). Each of the Financing Agreements and communications relating to any interest owed by any Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by such Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section.

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).Section

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Note, any Term Note(s) or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies moneys paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable 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 Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Bank shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 10.16 shall be deemed to be incorporated into the Note, any Term Note(s) and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 10.16 is referred to therein).

Maximum Interest. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Financing Agreements, or any Event of Default, 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 this Agreement or any of the other Financing Agreements, or the prepayment by Borrower of any of the Obligations, or the occurrence of any event or contingency whatsoever, shall entitle Lender to contract for, charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law in excess of the Maximum Interest Rate. In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. 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 or such amounts which are deemed to constitute interest in amounts which exceed the Maximum Interest Rate shall be without binding force or effect, at law or in equity, to the extent of the excess of interest or such amounts which are deemed to constitute interest over such Maximum Interest Rate. (b) In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, 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 or Guarantorrecognizes that, with fluctuations in the rates of interest set forth in Section 3.1 of this Agreement and the Maximum Interest Rate, such an unintentional result could inadvertently occur. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. (c) By the execution of this Agreement, Borrower agrees that (A) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (B) 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 or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. . (d) Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest and (ii) exclude voluntary prepayments and the effects thereof. (e) The provisions of this Section 3.1 3.5 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein). Each of the Financing Agreements and communications relating to any interest owed by Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section.

Maximum Interest. Notwithstanding It is the intention of the parties hereto to conform strictly to applicable interest, usury and criminal laws and, anything herein to the contrary notwithstanding, the obligations of the Company to a U.S. Lender or any Agent under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such U.S. Lender or Agent limiting rates of interest which may be charged or collected by such U.S. Lender or Agent. Accordingly, if the transactions contemplated hereby would be illegal, unenforceable, usurious or criminal under laws applicable to a U.S. Lender or Agent (including the laws of any jurisdiction whose laws may be mandatorily applicable to such U.S. Lender or Agent notwithstanding anything to the contrary contained in this Agreement or any of the other U.S. Loan DocumentsDocument but subject to Section 3.8 hereof) then, in no event whatsoever that event, notwithstanding anything to the contrary in this Agreement or any other U.S. Loan Document, it is agreed as follows: (a) the provisions of this Section 3.2 shall govern and control; (b) the aggregate of all amounts consideration which constitutes interest under applicable law that are is contracted for, taken, reserved, charged or received by the Administrative Agent or any Lender pursuant to the terms of under this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (includingAgreement, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity aforesaid agreements or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor otherwise in connection with this Agreement by such U.S. Lender or Agent shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to each U.S. Lender and the Agent herein called the "Highest Lawful Rate"), and any excess shall be cancelled automatically and if theretofore paid shall be credited to the Company by such U.S. Lender or Agent (or, if such consideration shall have been paid in full, such excess refunded to the Company); (c) all sums paid, or agreed to be paid, to such U.S. Lender or Agent for the use, forbearance and detention of the other indebtedness of the Company to such U.S. Lender or Agent hereunder or under any U.S. Loan Documents Document shall, to the extent permitted by laws applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).such U.S. Lender

Maximum Interest. Notwithstanding anything in this Company Note to the contrary contained contrary, the 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 bybe payable under this Agreement Company Note would exceed the Highest Lawful Rate, or if the holder of this 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 Company under this 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 Company under this Company Note shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid by the Company or any interest paid by the Company in excess of the other Loan DocumentsHighest Lawful Rate shall be refunded to the Company. Without limitation of the foregoing, in no event whatsoever shall all calculations of the aggregate rate of all amounts that are interest contracted for, charged or received by the Administrative Agent Servicer or any Lender pursuant to the terms of Originator under this Agreement or any of the other Loan Documents and Company Note that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Servicer or not any Excess 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 OriginatorServicer 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 contracted for, charged or received by the Administrative Agent or any Lender, outstanding hereunder all interest at any time contracted for, charged or received from by the Servicer or any Borrower or Guarantor Originator in connection with this Agreement or herewith. If at any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated time and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and (i) the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The 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 this Section 3.1 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 be deemed continue to be incorporated into each 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 other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)foregoing sentence.

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Note(s) or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable 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 Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Bank shall, to time hereunder the maximum extent permitted under Applicable Law (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Note(s) and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Note or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Bank of any right hereunder or under any Loan Document or the prepayment by Borrower of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Bank to charge or receive, or to require Borrower to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as "Interest") in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Borrower to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Bank, at the option of then outstanding and unpaid Bank, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Borrower. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Bank. All monies paid to the Administrative Agent or any Lender Bank hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable 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 Bank, 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any LenderBank, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Borrower and Bank shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as Interest; and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Note and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan DocumentsDocument, in no contingency or event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Document and that are 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 any 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 other option whatsoever 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 charges, amounts, premiums or fees deemed interest by applicable law (such interest, charges, amounts, premiums and fees referred to collectively as "Interest") in excess of the Maximum Rate, and no Obligor shall be obligated to pay Interest exceeding such Maximum Rate, and all agreements, conditions, or stipulations, if any, that may operate to bind, obligate or compel any Obligor to pay Interest exceeding the Maximum Rate (includingshall be without binding force or effect, at law or in equity, to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event If any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by such Excess, to the Administrative Agent extent received, shall be, at Borrower's option, returned to Borrower forthwith or any Lender credited as a payment of principal, but shall not be applied, first, applied to the payment of then outstanding and unpaid principal hereunder; second to interest applied, it being the payment intent of the parties hereto not to enter into a usurious or other Obligations then outstanding and unpaid; and third, returned illegal relationship. The right to such Borrower or Guarantor. All monies paid to accelerate the Administrative Agent or any Lender hereunder or under any maturity of the other Loan DocumentsObligations does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, whether at maturity or by prepayment, shall be subject and Lender does not intend to collect any rebate of unearned interest as and to in the extent required by applicable lawevent of any such acceleration. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest Interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawsObligations. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.11 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained 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 Agreement no contingency or any event whatsoever, whether by reason of demand or acceleration of the other Loan Documentsmaturity of the Note or otherwise, in no event whatsoever shall the aggregate of all amounts that are contracted foramount paid, charged or received by agreed to be paid ("Interest") to Beneficiary for the Administrative Agent use, forbearance or any Lender pursuant to the terms of this Agreement or any detention of the other Loan Documents and that are deemed interest money loaned under the Note exceed the maximum amount permissible under applicable law exceed the Maximum Interest Rate (includinglaw, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts including as may be applicable under MCA 31-1-107 et.seq. 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 obligation to be performed or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever, Beneficiary shall ever receive anything of value deemed interest under Interest by applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum maximum lawful amount, an amount equal to any excessive Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be applied to the result reduction of an accident and bona fide errorthe principal balance owing under the Note in the inverse order of its maturity (whether or not then due) or at the option of Beneficiary be paid over to Grantor, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, not to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or GuarantorInterest. All monies paid Interest (including any amounts or payments judicially or otherwise under law deemed to the Administrative 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. For the purpose of determining whether or not any Excess has been Interest) contracted for, charged charged, taken, reserved, paid or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents agreed to be paid to Beneficiary shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during throughout the entire full term of this Agreement the Note, including any extensions and renewals thereof until payment in accordance with full of the amounts outstanding from principal balance of the Note so that the Interest thereon for such full term will not exceed at any time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under by applicable lawslaw. The provisions of this This Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)will control all agreements between Grantor and Beneficiary.

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in In no event whatsoever shall the aggregate of all amounts that are contracted for, deemed interest hereunder or under the Revolving Credit Note and charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement or any of pursuant to the other Loan Documents and that are deemed interest under applicable law Revolving Credit Note exceed the Maximum Interest Rate (includingRate, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event nor shall any Borrower provisions hereof be construed as a contract to pay, for the use, forbearance or Guarantor be obligated to pay detention of money with interest at a rate or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received an amount in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that Rate. If any provisions of this Agreement or the Revolving Credit Note contravene any such charge or receipt law, such provisions shall be deemed amended to conform to such law. Notwithstanding anything to the result contrary contained herein, no provision of an accident this Agreement or the Revolving Credit Note shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Agreement, the Revolving Credit Note or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and bona fide errorprevail, and that no Borrower nor the sureties, guarantors, successors or assigns of any Excess received by Borrower shall be obligated to pay the Administrative Agent excess amount of such interest, or any Lender other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be applieddeemed charged, firstrequired or permitted by any court of competent jurisdiction, to the any such excess shall be applied as a payment of then outstanding and unpaid principal hereunder; second to the payment reduction of the other Obligations then outstanding principal of Indebtedness evidenced by this Agreement and unpaidthe Revolving Credit Note; and thirdand, returned to such Borrower or Guarantor. All monies if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to the Administrative 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 lawBorrowers. For the purpose of In determining whether or not any Excess has been contracted forthe interest paid or payable exceeds the Maximum Rate, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Borrowers and Lender shall, to the extent permitted by applicable lawApplicable Law, be amortized(i) characterize any non-principal payment as an expense, proratedfee, allocated or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread during in equal or unequal parts the total amount of interest throughout the entire term contemplated Term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Revolving Credit Note so that the interest for the entire Term does not exceed the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein)Rate.

Maximum Interest. Notwithstanding anything to The Borrower and the contrary contained Lender hereby agree and stipulate that the only charges imposed upon the Borrower for the use of money in connection with this Agreement are and shall be the specific interest described in Section 2.2 and in any other Loan Document. Notwithstanding the foregoing, the Borrower and the Lender further agree and stipulate that all Fees, the Default Rate, funding or any of “breakage” charges or make-whole amounts, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Lender to third parties or for damages incurred by the Lender are charges to compensate the Lender for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender in connection with this Agreement and the other Loan Documents, in Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to any applicable Regulations. In no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law Regulations exceed the Maximum Interest Rate (includinghighest rate permissible under any applicable Regulations that a court of competent jurisdiction shall, to the extent applicablein a final determination, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended)deem applicable hereto. In no event shall If any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate maximum rate allowable under applicable Regulations (the “Excess”), each the Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents shallExcess, to the extent permitted by applicable lawreceived, shall be amortized, prorated, allocated and spread during applied first to reduce the entire term outstanding principal amount of this Agreement in accordance with the amounts outstanding from time to time hereunder Obligations and the Maximum Interest Rate from time balance, if any, returned to time in effect in order the Borrower, it being the intent of the parties hereto not to lawfully charge the maximum amount of interest permitted under applicable lawsenter into a usurious or other illegal relationship. The provisions of this Section 3.1 2.4(g) shall be deemed to be incorporated into each of the other every Loan Documents Document (whether or not any provision of this Section 3.1 2.4(g) is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (the “Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 3.5 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary Regardless of any provision contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender collected pursuant to the terms of this Agreement Agreement, the Secured Note or any of the other Loan Documents Documents, and that are deemed interest under applicable law Applicable Law, exceed the Maximum Rate. No provision of this Agreement or in any of the Loan Documents or the exercise by Lender of any right hereunder or under any Loan Document or the prepayment by Obligors of any of the Obligations or the occurrence of any contingency whatsoever, shall entitle Lender to charge or receive, or to require Obligors to pay, interest or any amounts deemed interest by Applicable Law (such amounts being referred to herein collectively as “Interest”) in excess of the Maximum Rate, and all provisions hereof or in any Loan Document which may purport to require Obligors to pay Interest exceeding the Maximum Rate (including, shall be without binding force or effect to the extent applicable, the provisions of Section 5197 only of the Revised Statutes excess of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any Borrower or Guarantor be obligated to pay interest or Interest over such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is Any Interest charged or received in excess of the Maximum Interest Rate (“Excess”), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be conclusively presumed to be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, firstshall, to the payment extent received by Lender, at the option of then outstanding and unpaid Lender, either be applied to reduce the principal hereunder; second to the payment amount of the other Obligations then outstanding and unpaid; and third, or returned to Obligors. The right to accelerate the maturity of any of the Obligations does not include the right to accelerate unaccrued interest, and no such Borrower or Guarantorinterest will be collected by Lender. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan Documents, whether at maturity or by prepayment, Documents shall be subject to any rebate of unearned interest as and to the extent required by applicable lawApplicable Law. By the execution of this Agreement, each Obligor covenants that (i) the credit or return of any Excess shall constitute the acceptance by Obligor of such Excess, and (ii) each Obligor 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 or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor Obligor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread during in equal parts throughout the entire full term of this Agreement in accordance with the amounts outstanding from time Obligations. Each Obligor and Lender shall, to time hereunder the maximum extent permitted under Applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest and (ii) exclude voluntary prepayments and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable lawseffects thereof. The provisions of this Section 3.1 shall be deemed to be incorporated into the Secured Note and each of the other Loan Documents Document (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). In no event shall any the Borrower or any Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. In the event any interest or deemed interest is charged or received in excess of the Maximum Interest Rate (“Excess”), each the Borrower and each Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, returned to such Borrower or Guarantor. All monies paid to the Administrative 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. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any the Borrower or any Guarantor in connection with this Agreement or any of the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. The provisions of this Section 3.1 shall be deemed to be incorporated into each of the other Loan Documents (whether or not any provision of this Section 3.1 is referred to therein).

Maximum Interest. (i) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentsFinancing Agreements, in no event whatsoever shall the aggregate of all amounts that are contracted for, charged or received by the Administrative Agent or any Lender pursuant to the terms of this Agreement or any of the other Loan Documents Financing Agreements and that are deemed interest under applicable law exceed the Maximum Interest Rate (including, to the extent applicable, the provisions of Section 5197 of the Revised Statutes of the United States of America as amended, 12 U.S.C. Section 85, as amended). No agreements, conditions, provisions or stipulations contained in this Agreement or any of the other Financing Agreements, or any Event of Default, 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 this Agreement or any of the other Financing Agreements, or the prepayment by Borrower of any of the Obligations, or the occurrence of any event or contingency whatsoever, shall entitle Lender to contract for, charge or receive in any event, interest or any charges, amounts, premiums or fees deemed interest by applicable law in excess of the Maximum Interest Rate. In no event shall any Borrower or Guarantor be obligated to pay interest or such amounts as may be deemed interest under applicable law in amounts which exceed the Maximum Interest Rate. 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 or such amounts which are deemed to constitute interest in amounts which exceed the Maximum Interest Rate shall be without binding force or effect, at law or in equity, to the extent of the excess of interest or such amounts which are deemed to constitute interest over such Maximum Interest Rate. (ii) In the event any interest or deemed interest Interest is charged or received in excess of the Maximum Interest Rate (“"Excess”"), each Borrower and Guarantor acknowledges and stipulates that any such charge or receipt shall be the result of an accident and bona fide error, and that any Excess received by the Administrative Agent or any Lender shall be applied, first, to the payment of the then outstanding and unpaid principal hereunder; second to the payment of the other Obligations then outstanding and unpaid; and third, 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 or Guarantorrecognizes that, with fluctuations in the rates of interest set forth in Section 3.1 of this Agreement and the Maximum Interest Rate, such an unintentional result could inadvertently occur. All monies paid to the Administrative Agent or any Lender hereunder or under any of the other Loan DocumentsFinancing Agreements, whether at maturity or by prepayment, shall be subject to any rebate of unearned interest as and to the extent required by applicable law. (iii) By the execution of this Agreement, Borrower agrees that (A) the credit or return of any Excess shall constitute the acceptance by Borrower of such Excess, and (B) 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 or such amounts which are deemed to constitute interest in excess of the Maximum Interest Rate. For the purpose of determining whether or not any Excess has been contracted for, charged or received by the Administrative Agent or any Lender, all interest at any time contracted for, charged or received from any Borrower or Guarantor in connection with this Agreement or any of the other Loan Documents Financing Agreements shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread during the entire term of this Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Interest Rate from time to time in effect in order to lawfully charge the maximum amount of interest permitted under applicable laws. . (iv) Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest and (ii) exclude voluntary prepayments and the effects thereof. (v) The provisions of this Section 3.1 3.6 shall be deemed to be incorporated into each of the other Loan Documents Financing Agreements (whether or not any provision of this Section 3.1 is referred to therein). Each of the Financing Agreements and communications relating to any interest owed by Borrower and all figures set forth therein shall, for the sole purpose of computing the extent of the Obligations, be automatically recomputed by Borrower, and by any court considering the same, to give effect to the adjustments or credits required by this Section.