Common use of Maximum Rate of Interest Clause in Contracts

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and Notwithstanding any provision in this ------------------------ Deed of Trust, or in any instrument now or hereafter relating to or securing the Lender Group hereby agree and stipulate that Indebtedness evidenced by the only charges imposed upon Note, the Borrowers total liability for the use payments of money in connection with this Agreement are and shall be the specific interest and fees described payments in this Article 2 and in any other Loan Document. Notwithstanding the foregoingnature of interest, the Borrowers and the Lender Group further agree and stipulate that including, without limitation, all closing charges, fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Groupexactions, or other sums which may at any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances time be deemed to be charges for interest, shall not exceed the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Lawlimit, if any, imposed by Beneficiary by applicable usury laws. In no the event shall the amount total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other charges sums which may at any time be deemed to be interest, shall for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the applicable usury laws, all sums in excess of those lawfully collectible as interest for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction period in question shall, in without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the Indebtedness immediately upon receipt of such sums by Beneficiary, with the same force and effect as though Trustor had specifically designated such excess sums to be so applied to the reduction of the Indebtedness and Beneficiary had agreed to accept such sums as a final determinationpayment of the Indebtedness not subject to any prepayment penalty, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, thatthat Beneficiary may, anything contained herein at any time and from time to time, elect, by notice in writing to Trustor, to waive, reduce, or limit the contrary notwithstanding, if the amount collection of such interest and other charges for the use of money any sums (or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers refund to Trustor any sums collected) in excess of those lawfully collectible as interest rather than accept such legal maximum, whenever received, shall be applied to reduce the principal balance sums as a prepayment of the Revolving Loans to the extent of such excessIndebtedness.

Maximum Rate of Interest. The Borrowers and (a) Notwithstanding anything to the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and contrary contained in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding interest paid or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and agreed to be performed and incurred, by paid under the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement not exceed the maximum amounts permissible under any law rate of non-usurious interest permitted by applicable Law (in each case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement DateMaximum Rate, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, interest shall be applied to reduce the principal balance of the Revolving Loans Loans, and not to the payment of interest, or, if the excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate, the Lenders may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (d) allocate interest between portions of such excessIndebtedness and other obligations under the Loan Documents to the end that no such portion shall bear interest at a rate greater than that permitted by applicable Law. (b) If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by that Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by that Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (i) first, by reducing the amount or rate of interest; and (ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers The Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable LawDocuments. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree to the extent permitted by Applicable Law upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein in this Agreement to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum amount as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximummaximum amount, whenever received, shall be applied first to reduce the principal balance of the Revolving Loans Loan (but without the imposition of any prepayment premium), second to the extent payment of all other Obligations then due and payable, and finally if such excessexcess is greater than the foregoing, the Lender Group shall promptly refund the remainder thereof to the Borrower Parties.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Notes in excess of the highest applicable rate, the rate in effect under this Agreement and the Notes shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations under the Loan Documents, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 2.5) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Closing Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum amount as allowed by law, and payment received from the Borrowers in excess of such legal maximummaximum amount, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers Company acknowledges and agrees that 12 U.S.C. section 2205 provides that institutions of the Lender Group hereby agree Farm Credit System are not subject to any interest rate limitation imposed by any state constitution or statute or other laws, and stipulate that any such limitations are preempted, and therefore any interest owing under the only charges imposed upon Notes, to the Borrowers for extent purchased or held by an institution of the use Farm Credit System, is not subject to any ceiling. Accordingly, so long as any of money the Notes are held by an institution of the Farm Credit System, there shall be no Maximum Legal Rate of Interest with respect to such Notes. Nonetheless, it is the intention of the Company and holders of the Notes that are not institutions of the Farm Credit System to conform strictly to the Applicable Interest Law. Accordingly, notwithstanding any provisions to the contrary in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and or in any other Loan Document. Notwithstanding the foregoingNote, the Borrowers aggregate of all interest, and the Lender Group further agree and stipulate any other charges or consideration constituting interest under Applicable Interest Law, that all closing feesis taken, agency feesreserved, syndication feescontracted for, facility fees, underwriting fees, default charges, late charges, funding charged or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid received pursuant to this Agreement or any Notes (other than Notes held by any member holders that are not institutions of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and Farm Credit System) shall under no circumstances be deemed to be charges for exceed the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the maximum amount of interest and other charges allowed by the Applicable Interest Law. If any interest in excess of such amount is provided for the use of money payable under in this Agreement exceed or in any such Notes, then in such event (i) the maximum amounts permissible under any law that a court provisions of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers this Section 4.1(e) shall govern and control, (ii) the Lender Group, in executing and delivering this Agreement, intend legally Company shall not be obligated to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if pay the amount of such interest and other charges for to the use extent that it is in excess of money or manner of payment exceeds the maximum amount allowable under of interest allowed by the Applicable Interest Law, (iii) any interest paid on any such Notes which is in excess of what is allowed by the Applicable Interest Law shall be deemed a mistake and canceled automatically and, if theretofore paid, shall be credited to the outstanding principal amount of such Notes, and (iv) the effective rate of interest on such Notes shall be automatically subject to reduction to the Maximum Legal Rate of Interest. If at any time thereafter, the Maximum Legal Rate of Interest is increased, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent that it shall be permissible under Applicable Interest Law, the Company shall forthwith pay to the holders of the Notes subject to a prior reduction all amounts (or the permissible part thereof) of such excessexcess interest that the holders of such Notes would have been entitled to receive pursuant to the terms of this Agreement and such Notes had such increased Maximum Legal Rate of Interest been in effect at all times when such excess interest accrued. To the extent permitted by the Applicable Interest Law, all sums paid or agreed to be paid to the holders of any Notes for the use, forbearance or detention of the indebtedness evidenced by the Notes shall be amortized, prorated, allocated and spread throughout the full term of such Notes.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein in this Agreement to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum amount as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximummaximum amount, whenever received, shall be applied first to reduce the principal balance of the Revolving Loans under the DIP Term Loan Facility consistent with the payment priorities set forth in this Agreement, second to the extent payment of all other Obligations then due and payable under the DIP Term Loan Facility, and finally if such excessexcess is greater than the foregoing, the Lender Group shall promptly refund the remainder thereof to the Borrower Parties.

Maximum Rate of Interest. The Borrowers and Nothing contained herein, in the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and Note, or in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or the Commitment, or in any of theminstrument or transaction related thereto, are charges shall be construed or so operate as to compensate require the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 Mortgagor or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be person liable only for the payment of such the Loan made pursuant to the Note, or liable for the payment of any Obligations, to pay interest, or any charge in the nature of interest, in an amount or at a rate which exceeds the maximum as rate of interest allowed by applicable law, and as amended from time to time. Should any interest or other charges in the nature of interest received by Mortgagee or paid by the Mortgagor or any parties liable for the payment received of the Loan made pursuant to the Note, or liable for the payment of any Obligations, exceed the maximum rate of interest allowed by applicable law, as amended from the Borrowers in time to time, then such excess of such legal maximum, whenever received, sum shall be applied to reduce credited against the principal balance of the Revolving Loans Note or the balance of the other Obligations, as applicable, unless the Mortgagor or such other parties liable for such payments, as applicable, shall notify the Mortgagee, in writing, that the Mortgagor or such other party elects to have such excess sum returned to it forthwith, it being the extent intent of such excessthe parties hereto that under no circumstances shall the Mortgagor or any parties liable for any of the aforesaid payments be required to pay interest in excess of the maximum rate of interest allowed by applicable law, as amended from time to time. The Mortgagee may, in determining the maximum rate of interest allowed under applicable law, as amended from time to time, take advantage of any state or federal law, rule or regulation in effect from time to time which may govern the maximum rate of interest which may be reserved, charged or taken.

Maximum Rate of Interest. The Borrowers and Notwithstanding anything herein to the Lender Group contrary, the obligations of the Maker under this Note will be subject to the limitation that payments of interest (including any amounts properly characterized as interest under the law applicable to the indebtedness evidenced hereby) will not be required to the extent that receipt of such payments of interest by the Payee would be contrary to provisions of law applicable to the indebtedness evidenced hereby agree and stipulate that limit the only charges imposed upon maximum lawful rate of interest that may be charged or collected by the Borrowers Payee on this Note or on the indebtedness evidenced hereby. Without limiting the generality of the foregoing, all calculations of the rate of interest contracted for, charged or received under this Note which are made for the use purposes of money determining whether such rate of interest exceeds the maximum lawful rate of interest will be made, to the extent permitted by Applicable Law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of this Note all interest at any time contracted for, charged or received in connection with the indebtedness evidenced by this Agreement are Note, and shall be the specific interest and fees described in this Article 2 and in then, if any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member portion of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein paid to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment Payee exceeds the maximum lawful amount allowable under Applicable Law(any such portion, thenan “excess amount”), ipso facto as such excess amount will be automatically credited against and in reduction of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of this Note, and if any of said excess amount remains after the Revolving Loans principal balance of this Note has been paid in full, then the Payee will return such remaining excess amount to the extent Maker, it being the intent of the parties hereto that under no circumstances will the Maker be required to pay any interest in excess of the highest rate of interest permissible under Applicable Law. This Section applies only if there are such excessprovisions of law applicable to this Note or the indebtedness evidenced hereby that limit the maximum lawful rate of interest that may be charged or collected by the Payee on this Note or the indebtedness evidenced hereby.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Revolving Loan Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers In the event that such a court determines that Agent or Lenders have charged or received interest under this Agreement or the Revolving Loan Notes in excess of the highest applicable rate, the rate in effect under this Agreement and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein Revolving Loan Notes shall automatically be reduced to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under rate permitted by Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and Agent or Lenders shall be liable only for the payment of promptly apply such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Obligations, or if the principal balances of the Obligations owing have been paid in full, Agent or Lenders shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Agent or Lenders shall refund to Borrower any interest received by them in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Agent or Lenders from the making of Loans hereunder is equal to the extent total interest that Agent or Lenders would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 1.4) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lenders not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Notes in excess of the highest applicable rate, the rate in effect under this Agreement and the Notes shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 2.3) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 II and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess, and any remaining excess shall be returned to the Borrower.

Maximum Rate of Interest. The Borrowers (a) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (in each case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, and not to the payment of interest, or, if the excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate, the Lenders may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the Lender Group hereby agree effects thereof, (iii) amortize, prorate, allocate, and stipulate spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (iv) allocate interest between portions of such Indebtedness and other obligations under the Loan Documents to the end that the only charges imposed upon the Borrowers for the use no such portion shall bear interest at a rate greater than that permitted by applicable Law. (b) If any provision of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and would obligate Borrower or any other Obligor to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall under no circumstances be deemed to be charges for the use of money pursuant have been adjusted with retroactive effect to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawor rate of interest, thenas the case may be, ipso facto as would not be so prohibited by law or so result in a receipt by such Lender of the Agreement Dateinterest at a criminal rate, the Borrowers are and shall such adjustment to be liable only for the payment of such maximum as allowed by laweffected, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid to such Lender, and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Any amount or rate of interest referred to in this Section 13.18(b) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such excessdetermination.

Maximum Rate of Interest. The Borrowers and the Lender Group Agent, the Issuing Banks and the Lenders hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group Agents, the Issuing Banks and the Lenders further agree and stipulate that all closing fees, upfront fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “"breakage” " charges, increased cost charges, attorneys’ ' fees and reimbursement for costs and expenses paid by the Agents, any member of the Issuing Bank or any Lender Group to third parties or for damages incurred by the Lender GroupAgents, any Issuing Bank or any of them, Lender are charges to compensate the Lender Group Agents, the Issuing Banks and the Lenders for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group Agents, the Issuing Banks and the Lenders in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law18. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender GroupAgents, the Issuing Banks and the Lenders, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawapplicable law, then, ipso facto as of the Agreement Datedate of this Agreement, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans Obligations to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group Administrative Agent, the Issuing Banks and the Lenders hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group Administrative Agent, the Issuing Banks and the Lenders further agree and stipulate that all closing fees, upfront fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “"breakage” " charges, increased cost charges, attorneys’ ' fees and reimbursement for costs and expenses paid by the Administrative Agent, any member of the Issuing Bank or any Lender Group to third parties or for damages incurred by the Lender GroupAdministrative Agent, any Issuing Bank or any of them, Lender are charges to compensate the Lender Group Administrative Agent, the Issuing Banks and the Lenders for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group Administrative Agent, the Issuing Banks and the Lenders in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law18. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender GroupAdministrative Agent, the Issuing Banks and the Lenders, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawapplicable law, then, ipso facto as of the Agreement Datedate of this Agreement, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans Obligations to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Revolving Note exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Revolving Note in excess of the highest applicable rate, the rate in effect under this Agreement and the Revolving Note shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 2.3) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, that anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “"breakage” " charges, increased cost charges, attorneys’ ' fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, Group or any of them, them are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawapplicable law, then, ipso facto as of the Agreement Datedate of this Agreement, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Term Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Term Notes in excess of the highest applicable rate, the rate in effect under this Agreement and the Term Notes shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations has been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided that, if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, then Borrower shall continue to pay interest hereunder at the highest applicable rate until such time as the total interest received by Lender from the making of Term Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 1.6) the interest rate payable since the Effective Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Effective Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.. NAI-1536628076v4

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “"breakage” " charges, increased cost charges, attorneys’ ' fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans (first to the Current Asset Loans and then to the Fixed Asset Loans) to the extent of such excess, and any remaining excess shall be returned to the Borrower.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, provided that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the Lender Group, in executing and delivering event that such a court determines that Bank has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Notes in excess of the highest applicable rate, the rate in effect under this Agreement and the Notes shall automatically be reduced to the maximum rate permitted by Applicable Law and Bank shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations has been paid in full, Bank shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Bank shall refund to Borrower any interest received by Bank in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, then Borrower shall continue to pay interest hereunder at the highest applicable rate until such time as the total interest received by Bank from the making of Loans hereunder is equal to the extent total interest that Bank would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 1.6) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Bank not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers and It is the Lender Group hereby agree and stipulate that intention of the only charges imposed upon parties hereto to comply with the Borrowers for applicable usury laws. Accordingly, it is agreed that, notwithstanding any provisions to the use of money in connection with this Agreement are and shall be the specific interest and fees described contrary in this Article 2 and in Agreement, the Promissory Note or any other Loan Document, in no event shall this Agreement, the Promissory Note or any other Loan Document require the payment or permit the collection of interest in excess of the maximum amount permitted by Applicable Law. Notwithstanding If any such excess interest is contracted for, charged or received under this Agreement, the Promissory Note or any other Loan Document, or in the event that all of the principal balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under this Agreement, the Promissory Note or any other Loan Document on the principal balance shall exceed the maximum amount of interest permitted by Applicable Law, then in such event: (a) the provisions of this Section 14 shall govern and control, (b) neither Borrower nor any other Person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by Applicable Law, (c) any such excess which may have been collected shall either be applied as a credit against the then unpaid principal balance or refunded to Borrower, at the option of Lender, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under the Applicable Law as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that, without limitation of the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member calculations of the Lender Group to third parties rate of interest contracted for, charged or for damages incurred by received under this Agreement, the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement Promissory Note and the other Loan Documents and shall under no circumstances be deemed to be charges which are made for the use purpose of money pursuant determining whether such rate exceeds the maximum lawful contract rate, shall be made, to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other the extent permitted by Applicable Law. In no event shall , by amortizing, prorating, allocating and spreading in equal parts during the amount period of the full stated term of the indebtedness evidenced hereby, all interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under at any law that a court of competent jurisdiction shalltime contracted for, charged or received from Borrower or otherwise by Lender in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within itconnection with such Obligations; provided, however, that, anything contained herein to that if any applicable state law is amended or the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as law of the Agreement DateUnited States of America preempts any applicable state law, the Borrowers are and shall be liable only so that it becomes lawful for the payment of such maximum as Lender to receive a greater interest per annum rate than is presently allowed by law, and payment received from Borrower agrees that, on the Borrowers effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum interest rate per annum allowed by the amended state law or the law of the United States of America (but not in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excessinterest rate provided for herein).

Maximum Rate of Interest. The Borrowers All agreements between the Borrower and the Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid to Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use use, forbearance, or detention of the money in connection with to be loaned under this Agreement are and shall be Note or otherwise or for the specific interest and fees described in this Article 2 and payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing or pertaining to the Loan Documentexceed the Maximum Rate. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by If from any member circumstances whatsoever fulfillment of the Lender Group to third parties or for damages incurred by the Lender Group, any provision hereof or any of themsuch other agreements shall cause the amount paid to exceed the Maximum Rate, are charges then ipso facto, the amount paid to compensate Lender shall be reduced to the Maximum Rate, and if from any such circumstances the Lender Group for underwriting and administrative services and costs shall ever receive interest or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances an amount which might be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any applicable law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment which exceeds the maximum Maximum Rate, such amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall which would be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, excessive interest shall be applied to reduce the reduction of the principal of this Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note such excess shall be refunded to the Revolving Loans Borrower. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness of Borrower to Lender, shall, to the extent permitted by applicable law, (i) be amortized, prorated, allocated and spread throughout the full term of such excessindebtedness until payment in full so that the actual rate of interest on account of such indebtedness does not exceed the Maximum Rate now or as hereafter amended, throughout the term thereof, (ii) be characterized as a fee, expense or other charge other than interest, and/or (iii) exclude any voluntary prepayments and the effects thereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the Lender and the Borrower.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use Regardless of money any provisions contained in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and or in any other Loan Documentdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Note(s) any amount of interest in excess of the Maximum Rate of interest permitted to be charged by applicable law, and in the event the Lenders ever receive, collect or apply as interest any such excess, or if an acceleration of the maturities of any Note(s) or if any prepayment by the Borrowers results in the Borrowers having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Note(s) for which such excess was received, collected or applied. Notwithstanding If the foregoingprincipal balance of such Notes is paid in full, any remaining excess shall be paid immediately to the Borrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, the Borrowers and the Lender Group further agree 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 stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement (ii) exclude voluntary prepayments and the other Loan Documents effect thereof; and shall under no circumstances be deemed to be charges for (iii) amortize, prorate, allocate and spread, in equal parts, the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the total amount of interest throughout the entire contemplated term of the Note(s) so that the interest rate is uniform throughout the term of the Notes; provided that if the Notes are paid and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, performed in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein full prior to the contrary notwithstandingend of the full contemplated term thereof, and if the interest received during the actual period of existence thereof exceeds the Maximum Rate, the holders of the Notes shall refund to the Borrowers the amount of such interest and other charges for excess or credit the use amount of money or manner of payment exceeds such excess against the maximum principal amount allowable under Applicable Lawdue thereunder. In such event, then, ipso facto as no holder of the Agreement DateNotes will be subject to any penalties provided by any laws for contracting for, the Borrowers are and shall be liable only charging for the payment of such maximum as allowed by law, and payment received from the Borrowers or receiving interest in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excessMaximum Rate.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Notes in excess of the highest applicable rate, the rate in effect under this Agreement and the Notes shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 2.5) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use Regardless of money any provisions contained in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and or in any other Loan Document. Notwithstanding the foregoingdocuments and instruments referred to herein, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and Lenders shall under no circumstances never be deemed to have contracted for or be charges for entitled to receive, collect or apply as interest on the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or Note(s) any other Applicable Law. In no event shall the amount of interest in excess of the Maximum Rate of interest permitted to be charged by applicable law, and other charges in the event the Lenders ever receive, collect or apply as interest any such excess, or if an acceleration of the maturities of any Note(s) or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Note(s) for which such excess was received, collected or applied. If the use principal balance of money such Notes is paid in full, any remaining excess shall be paid immediately to the Borrower. In determining whether or not the interest paid or payable under this Agreement exceed any specific contingency exceeds the Maximum Rate, the Borrower and the Lenders shall, to the maximum amounts permissible extent permitted under applicable law, (i) characterize any law that a court of competent jurisdiction shallnon-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) amortize, prorate, allocate and spread, in a final determinationequal parts, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates total amount of interest throughout the entire contemplated term of the Note(s) so that the interest rate is uniform throughout the term of the Notes; provided that if the Notes are paid and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein performed in full prior to the contrary notwithstandingend of the full contemplated term thereof, and if the interest received during the actual period of existence thereof exceeds the Maximum Rate, the holders of the Notes shall refund to the Borrower the amount of such interest and other charges for excess or credit the use amount of money or manner of payment exceeds such excess against the maximum principal amount allowable under Applicable Lawdue thereunder. In such event, then, ipso facto as no holder of the Agreement DateNotes will be subject to any penalties provided by any laws for contracting for, the Borrowers are and shall be liable only charging for the payment of such maximum as allowed by law, and payment received from the Borrowers or receiving interest in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excessMaximum Rate.

Maximum Rate of Interest. The Borrowers All agreements between Mortgagor and the Lender Group Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby agree and stipulate expressly limited so that the only charges imposed upon the Borrowers for the use in no contingency or event whatsoever, whether by reason of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member acceleration of the Lender Group to third parties maturity of the Note or for damages incurred by the Lender Groupotherwise, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges paid, or agreed to be paid to Mortgagee for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shalluse, in a final determinationforbearance, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as detention of the Agreement Date, money to be loaned under the Borrowers are and shall be liable only Note or otherwise or for the payment or performance of any covenant or obligation contained herein or in the Note, exceed the Maximum Rate. The term "MAXIMUM RATE" as used herein shall mean the higher of the maximum interest rate allowed by applicable United States or New York law as amended from time to time, in effect on the date for which a determination of interest accrued hereunder is made. If, from any circumstances whatsoever, fulfillment of any provision hereof or of any such other documents, at the time performance of such maximum as allowed provisions shall be due, shall involve transcending the limit of validity prescribed by applicable usury law, and payment received from the Borrowers in excess obligation to be fulfilled shall be reduced to the limit of such legal maximumvalidity, whenever receivedand if, from any such circumstance, Mortgagee shall have ever received interest or anything which might be deemed interest under applicable law which would exceed the Maximum Rate, such amount which would be excessive interest shall be applied to reduce the reduction of the principal amount owing on account of the Note or the amounts owing on other obligations of Mortgagor to Mortgagee hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of the Revolving Loans principal of the Note and the amounts owing on other obligations of Mortgagor to Mortgagee hereunder as the case may be, such excess shall be refunded to Mortgagor. All sums paid or agreed to be paid to Mortgagee for the use, forbearance or detention of the Indebtedness of Mortgagor to Mortgagee shall, to the extent permitted by applicable law, (i) be amortized, prorated, allocated and spread throughout the full term of such excessIndebtedness until payment in full so that the actual rate of interest on account of such Indebtedness does not exceed the Maximum Rate throughout the term thereof, (ii) be characterized as a fee, expense or other charge other than interest, and/or (iii) exclude any voluntary prepayments and the effects thereof.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan DocumentSection 2. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Lawapplicable law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender GroupLender, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawapplicable law, then, ipso facto as of the Agreement Closing Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans Line of Credit to the extent of such excess.

Maximum Rate of Interest. The Borrowers It is the intention of the Company and the Lender Group hereby agree and stipulate that holders of the only charges imposed upon Notes to conform strictly to the Borrowers for Applicable Interest Law. Accordingly, notwithstanding any provisions to the use of money contrary in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and or in any other Loan Document. Notwithstanding the foregoingNote, the Borrowers aggregate of all interest, and the Lender Group further agree and stipulate any other charges or consideration constituting interest under Applicable Interest Law, that all closing feesis taken, agency feesreserved, syndication feescontracted for, facility fees, underwriting fees, default charges, late charges, funding charged or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group received pursuant to third parties or for damages incurred by the Lender Group, this Agreement or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and Notes shall under no circumstances be deemed to be charges for exceed the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the maximum amount of interest and other charges allowed by the Applicable Interest Law. If any interest in excess of such amount is provided for the use of money payable under in this Agreement exceed or in any Note, then in such event (i) the maximum amounts permissible under any law that a court provisions of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers this Section 8.6(d) shall govern and control, (ii) the Lender Group, in executing and delivering this Agreement, intend legally Company shall not be obligated to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if pay the amount of such interest and other charges for to the use extent that it is in excess of money or manner of payment exceeds the maximum amount allowable under of interest allowed by the Applicable Interest Law, (iii) any interest paid on any Notes which is in excess of what is allowed by the Applicable Interest Law shall be deemed a mistake and cancelled 34 automatically and, if theretofore paid, shall be credited to the outstanding principal amount of such Notes, pro rata, by each holder of such Notes, and (iv) the effective rate of interest on the Notes shall be automatically subject to reduction to the Maximum Legal Rate of Interest. If at any time thereafter, the Maximum Legal Rate of Interest is increased, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent that it shall be permissible under Applicable Interest Law, the Company shall forthwith pay to the holders of the Notes subject to a prior reduction, all amounts (or the permissible part thereof) of such excessexcess interest that the holders of such Notes would have been entitled to receive pursuant to the terms of this Agreement and such Notes had such increased Maximum Legal Rate of Interest been in effect at all times when such excess interest accrued. To the extent permitted by the Applicable Interest Law, all sums paid or agreed to be paid to the holders of any Notes for the use, forbearance or detention of the indebtedness evidenced by the Notes shall be amortized, prorated, allocated and spread throughout the full term of such Notes.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and Anything in the Lender Group hereby agree and stipulate that Note, this Mortgage, the only charges imposed upon Loan Agreement, the Borrowers for Commitment or any other agreements or arrangements by the use of money Mortgagor in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred loan evidenced by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein Note to the contrary notwithstanding, if from any circumstances whatever fulfillment of any provision of any of the amount foregoing documents or agreements at the time performance of such interest said provision shall be due shall involve transcending the limit of validity prescribed by the usury laws applicable in the state where the Land is located as preempted and other charges for prescribed from time to time by the use laws of money the United States of America or manner any rule or regulation of payment exceeds the maximum amount allowable under Applicable Lawany department or agency thereof, then, ipso facto as the obligation to be fulfilled shall be reduced to the limit of such validity so that in no event shall exaction be possible under any of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers aforesaid documents or agreements in excess of the limit of such legal maximumvalidity, whenever receivedbut such obligation shall be fulfilled to the limit of such validity, and if under any circumstances whatsoever interest in excess of the limit of such validity will have been paid by the Mortgagor in connection with the loan evidenced by the Note, such excess shall be applied by Mortgagee to reduce the unpaid principal balance of the Revolving Loans Note or refunded to the extent Mortgagor, the manner of handling such excessexcess to be at Mortgagee’s election, and in case any such excess interest has accrued, the Mortgagee shall eliminate such excess interest so that under no circumstances shall interest on the loan evidenced by the Note exceed the maximum rate allowed by applicable law as preempted and prescribed from time to time by the laws of the United States of America or any rule or regulation of any department or agency thereof.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Revolving Notes or the Swingline Note exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon the rate Revolving Notes or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Swingline Note in excess of the highest applicable rate, the rate in effect under this Agreement, the Revolving Notes or the Swingline Note shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 3.1.4) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers and Nothing contained herein, in the Lender Group hereby agree and stipulate that Note, in the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and Loan Agreement, or in any other Loan Document. Notwithstanding Document or in any instrument or transaction related thereto, shall be construed or so operate as to require the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, Mortgagor or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be person liable only for the payment of such the Loan made pursuant to the Note, or liable for the payment of any Obligations, to pay interest, or any charge in the nature of interest, in an amount or at a rate which exceeds the maximum as rate of interest allowed by applicable law, and as amended from time to time. Should any interest or other charges in the nature of interest received by Mortgagee or paid by the Mortgagor or any parties liable for the payment received of the Loan made pursuant to the Note, or liable for the payment of any Obligations, exceed the maximum rate of interest allowed by applicable law, as amended from the Borrowers in time to time, then such excess of such legal maximum, whenever received, sum shall be applied to reduce credited against the principal balance of the Revolving Loans Note or the balance of the other Obligations, as applicable, unless the Mortgagor or such other parties liable for such payments, as applicable, shall notify the Mortgagee, in writing, that the Mortgagor or such other party elects to have such excess sum returned to it forthwith, it being the extent intent of such excessthe parties hereto that under no circumstances shall the Mortgagor or any parties liable for any of the aforesaid payments be required to pay interest in excess of the maximum rate of interest allowed by applicable law, as amended from time to time. The Mortgagee may, in determining the maximum rate of interest allowed under applicable law, as amended from time to time, take advantage of any state or federal law, rule or regulation in effect from time to time which may govern the maximum rate of interest which may be reserved, charged or taken.

Maximum Rate of Interest. The Borrowers Company acknowledges and agrees that 12 U.S.C. section 2205 provides that institutions of the Lender Group hereby agree Farm Credit System are not subject to any interest rate limitation imposed by any state constitution or statute or other laws, and stipulate that any such limitations are preempted, and therefore any interest owing under the only charges imposed upon Notes, to the Borrowers for extent purchased or held by an institution of the use Farm Credit System, is not subject to any ceiling. Accordingly, so long as any of money the Notes are held by an institution of the Farm Credit System, there shall be no Maximum Legal Rate of Interest with respect to such Notes. Nonetheless, it is the intention of the Company and holders of the Notes that are not institutions of the Farm Credit System to conform strictly to the Applicable Interest Law. Accordingly, notwithstanding any provisions to the contrary in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and or in any other Loan Document. Notwithstanding the foregoingNote, the Borrowers aggregate of all interest, and the Lender Group further agree and stipulate any other charges or consideration constituting interest under Applicable Interest Law, that all closing feesis taken, agency feesreserved, syndication feescontracted for, facility fees, underwriting fees, default charges, late charges, funding charged or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid received pursuant to this Agreement or any Notes (other than Notes held by any member holders that are not institutions of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and Farm Credit System) shall under no circumstances be deemed to be charges for exceed the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the maximum amount of interest and other charges allowed by the Applicable Interest Law. If any interest in excess of such amount is provided for the use of money payable under in this Agreement exceed or in any such Notes, then in such event (i) the maximum amounts permissible under any law that a court provisions of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers this Section 4.1(h) shall govern and control, (ii) the Lender Group, in executing and delivering this Agreement, intend legally Company shall not be obligated to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if pay the amount of such interest and other charges for to the use extent that it is in excess of money or manner of payment exceeds the maximum amount allowable under of interest allowed by the Applicable Interest Law, (iii) any interest paid on any such Notes which is in excess of what is allowed by the Applicable Interest Law shall be deemed a mistake and canceled automatically and, if theretofore paid, shall be credited to the outstanding principal amount of such Notes, and (iv) the effective rate of interest on such Notes shall be automatically subject to reduction to the Maximum Legal Rate of Interest. If at any time thereafter, the Maximum Legal Rate of Interest is increased, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent that it shall be permissible under Applicable Interest Law, the Company shall forthwith pay to the holders of the Notes subject to a prior reduction all amounts (or the permissible part thereof) of such excessexcess interest that the holders of such Notes would have been entitled to receive pursuant to the terms of this Agreement and such Notes had such increased Maximum Legal Rate of Interest been in effect at all times when such excess interest accrued. To the extent permitted by the Applicable Interest Law, all sums paid or agreed to be paid to the holders of any Notes for the use, forbearance or detention of the indebtedness evidenced by the Notes shall be amortized, prorated, allocated and spread throughout the full term of such Notes.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess, and any remaining excess shall be returned to the Borrower.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Closing Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers All agreements between Mortgagor and the Lender Group Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby agree and stipulate expressly limited so that the only charges imposed upon the Borrowers for the use in no contingency or event whatsoever, whether by reason of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member acceleration of the Lender Group to third parties maturity of the Note or for damages incurred by the Lender Groupotherwise, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges paid, or agreed to be paid to Mortgagee for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shalluse, in a final determinationforbearance, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as detention of the Agreement Date, money to be loaned under the Borrowers are and shall be liable only Note or otherwise or for the payment or performance of any covenant or obligation contained herein or in the Note, exceed the Maximum Rate. The term “Maximum Rate” as used herein shall mean the higher of the maximum interest rate allowed by applicable United States, the state of New York or the State law as amended from time to time, in effect on the date for which a determination of interest accrued hereunder is made. If from any circumstances whatsoever fulfillment of any provision hereof or of any such other documents, at the time performance of such maximum as allowed provisions shall be due, shall involve transcending the limit of validity prescribed by applicable usury law, and payment received from the Borrowers in excess obligation to be fulfilled shall be reduced to the limit of such legal maximumvalidity, whenever receivedand if from any such circumstance, Mortgagee shall have ever received interest or anything which might be deemed interest under applicable law which would exceed the Maximum Rate, such amount which would be excessive interest shall be applied to reduce the reduction of the principal amount owing on account of the Note or the amounts owing on other obligations of Mortgagor to Mortgagee hereunder (all without payment of any prepayment premium) and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of the Revolving Loans principal of the Note and the amounts owing on other obligations of Mortgagor to Mortgagee hereunder as the case may be such excess shall be refunded to Mortgagor. All sums paid or agreed to be paid to Mortgagee for the use, forbearance or detention of the Obligations of Mortgagor to Mortgagee shall, to the extent permitted by applicable law, (i) be amortized, prorated, allocated and spread throughout the full term of such excessObligations until payment in full so that the actual rate of interest on account of such Obligations does not exceed the Maximum Rate throughout the term thereof, (ii) be characterized as a fee, expense or other charge other than interest, and/or (iii) exclude any voluntary prepayments and the effects thereof.

Maximum Rate of Interest. The Borrowers and Notwithstanding anything herein or in any Loan Document to the Lender Group hereby agree and stipulate contrary: (a) In the event that the only charges imposed upon the Borrowers for the use any provision of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in or any other Loan Document. Notwithstanding the foregoing, the Borrowers and Documents would oblige any Obligor to make any payment of interest or other amount payable to the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding in an amount or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid calculated at a rate which would be prohibited by any member of the Lender Group to third parties law or for damages incurred would result in a receipt by the Lender Group, of interest at a criminal or prohibited rate (as such terms are construed under the CRIMINAL CODE (Canada) or any other applicable law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted NUNC PRO TUNC to the maximum amount or rate of theminterest, are charges to compensate as the Lender Group for underwriting and administrative services and costs case may be, as would not be so prohibited by law or losses performed or incurred, and to be performed and incurred, so result in a receipt by the Lender Group of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest exigible under Article II of this Agreement; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the CRIMINAL CODE (Canada) or any other applicable law. (b) If, notwithstanding the provisions of Section 7.8(a) and after giving effect to all adjustments contemplated thereby, the Lender shall receive an amount in connection with this Agreement and excess of the other Loan Documents and maximum permitted by such section, then the amount which would be excessive shall under no circumstances be deemed to be charges a partial prepayment of principal made on the last day that any such interest was paid to the Lender. If, after application of any such excess payment to repayment of principal as hereinbefore provided, the Lender continues to hold an amount in excess of the maximum permitted by Section 7.8(a), the Borrower shall be entitled, by notice in writing to the Lender, to obtain reimbursement from the Lender of an amount equal to such excess, and pending such reimbursement such amount shall be deemed to be an amount payable by the Lender to the Borrower. (c) Any amount or rate of interest referred to in this Section 7.8 shall be determined in accordance with generally accepted actuarial practices and principles over the Term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the use purposes of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Lawsuch determination, absent manifest error. In no event shall determining whether or not the amount of interest and other charges for the use of money paid or payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment Loan Documents exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Datepermitted by Section 7.8(a), the Borrowers are Borrower and shall be liable only for Lender shall, to the payment of such maximum as allowed by extent permitted under the CRIMINAL CODE (Canada) or any other applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and payment received from the Borrowers in excess effects thereof and (iii) amortize, prorate, allocate and spread the total amount of such legal maximum, whenever received, shall be applied to reduce interest rateably over the principal balance of the Revolving Loans to the extent of such excessentire Term.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum amount as allowed by law, and payment received from the Borrowers in excess of such legal maximummaximum amount, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and Notwithstanding anything herein or in any Credit Facility Document to the contrary: (a) In the event that any provision of this Agreement or any other Credit Facility Documents would oblige any Obligor to make any payment of interest or other amount payable to the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money thereunder in connection with this Agreement are and shall an amount or calculated at a rate which would be the specific interest and fees described prohibited by law or would result in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred a receipt by the Lender Group, of interest at a criminal or prohibited rate (as such terms are construed under the CRIMINAL CODE (Canada) or any other applicable law), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted NUNC PRO TUNC to the maximum amount or rate of theminterest, are charges to compensate as the Lender Group for underwriting and administrative services and costs case may be, as would not be so prohibited by law or losses performed or incurred, and to be performed and incurred, so result in a receipt by the Lender Group of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest exigible under Article III, IV and V of this Agreement; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the CRIMINAL CODE (Canada) or any other applicable law. (b) If, notwithstanding the provisions of subsection 7.8(a) and after giving effect to all adjustments contemplated thereby, the Lender shall receive an amount in connection with this Agreement and excess of the other Loan Documents and maximum permitted by such subsection, then the amount which would be excessive shall under no circumstances be deemed to be charges a partial prepayment of principal pursuant to subsection 7.3(a) made on the last day that any such interest was paid to the Lender. If, after application of any such excess payment to repayment of principal as hereinbefore provided, the Lender continues to hold an amount in excess of the maximum permitted by subsection 7.8(a), the Borrower shall be entitled, by notice in writing to the Lender, to obtain reimbursement from the Lender of an amount equal to such excess, and pending such reimbursement such amount shall be deemed to be an amount payable by the Lender to the Borrower. (c) Any amount or rate of interest referred to in this Section 7.8 shall be determined in accordance with generally accepted actuarial practices and principles over the Term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the use purposes of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Lawsuch determination. In no event shall determining whether or not the amount of interest and other charges for the use of money paid or payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment Credit Facility Documents exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Datepermitted by subsection 7.8(a), the Borrowers are Borrower and shall be liable only for Lender shall, to the payment of such maximum as allowed by extent permitted under the CRIMINAL CODE (Canada) or any other applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and payment received from the Borrowers in excess effects thereof and (iii) amortize, prorate, allocate and spread the total amount of such legal maximum, whenever received, shall be applied to reduce interest rateably over the principal balance of the Revolving Loans to the extent of such excessentire Term.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans Term Loan to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by (i) if at any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall time the amount of interest and other charges for computed as provided in the use of money payable under this Agreement DIP Financing Documents would exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter (the "MAXIMUM LEGAL RATE"), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Applicable Annual Rate, Default Rate or other rate, as applicable, shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and other charges payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely as provided in the DIP Financing Documents. To the extent that any of the optional interest rate ceilings provided for in Chapter 303 of the Texas Finance Code (Vernon's Texas Code Annotated), as amended from time to time (as amended, the "TEXAS FINANCE CODE") may be applicable to any Loans or any extensions of credit made pursuant to this Agreement for the use purpose of money or manner of payment exceeds determining the maximum amount allowable under Applicable Lawinterest hereunder pursuant to the Texas Finance Code, then, ipso facto the applicable "weekly ceiling" (as such term is defined in Chapter 303 of the Agreement Date, the Borrowers are and Texas Finance Code) from time to time in effect shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans used to the extent that it is so available. If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the limitation of interest hereunder shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such excessamendment, and all interest charges owing to Lenders by reason thereof shall be payable upon demand.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of ------------------------ all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Revolving Note exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the Lender Group, in executing and delivering event that such a court determines that Bank has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Revolving Note in excess of the highest applicable rate, the rate in effect under this Agreement and the Revolving Note shall automatically be reduced to the maximum rate permitted by Applicable Law and Bank shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations has been paid in full, Bank shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Bank shall refund to Borrower any interest received by Bank in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder -------- is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate until such time as the total interest received by Bank from the making of Loans hereunder is equal to the extent total interest that Bank would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 1.5) the interest rate ----------- payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Bank not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender GroupLender, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein in this Agreement to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Closing Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum amount as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximummaximum amount, whenever received, shall be applied first to reduce the principal balance of the Revolving Loans Loan, second to the extent payment of all other Obligations then due and payable, and finally, if such excessexcess is greater than the foregoing, the Lender shall promptly refund the remainder thereof to the Borrower.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group Lenders hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 II in the Fee Letters and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group Lenders further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender GroupLenders, or any of them, are charges to compensate the Lender Group Lenders for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group Lenders in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Lawapplicable law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender GroupLenders, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawapplicable law, then, ipso facto as of the Agreement Closing Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and (a) Notwithstanding anything herein or in any Loan Document to the contrary, in the event that any provision of any Loan Document would oblige the Borrower to make any payment of interest or other amount payable to the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money hereunder in connection with this Agreement are and shall an amount or calculated at a rate which would be the specific interest and fees described prohibited by law or would result in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred a receipt by the Lender Group, of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of theminterest, are charges to compensate as the Lender Group for underwriting and administrative services and costs case may be, as would not be so prohibited by law or losses performed or incurred, and to be performed and incurred, so result in a receipt by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed of interest at a criminal or prohibited rate, such adjustment to be charges effected, to the extent necessary, firstly, by reducing the amount or rate of interest exigible under Section 2.7 of this Agreement; and thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the use purposes of money pursuant Section 347 of the Criminal Code (Canada), as may be amended from time to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 time, or any other Applicable Law. In no event shall the Any amount or rate of interest referred to in this Agreement shall be determined in accordance with generally accepted actuarial practices and other charges principles over the term of this Agreement and, in the event of a dispute, a certificate of a fellow of the Canadian Institute of Actuaries appointed by the Lender shall be conclusive for the use purposes of money such determination. (b) In determining whether or not the interest paid or payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable permitted by Section 2.17(a) the Borrower and the Lender shall, to the maximum extent permitted under the Criminal Code (Canada) or any other Applicable Law, thencharacterize any non-principal payments as an expense, ipso facto fee or premium or other payment rather than as of the Agreement Dateinterest, the Borrowers are and shall as may be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied necessary to reduce the principal balance amount otherwise characterized as interest pursuant to such Applicable Law, exclude voluntary prepayments and the effects thereof and amortize, prorate, allocate and spread the total amount of interest rateably over the longer of the Revolving Loans to contemplated term or the extent actual term of such excessthis Agreement.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Notes in excess of the highest applicable rate, the rate in effect under this Agreement and the Notes shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 2.5) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and Notwithstanding anything herein or in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall to the contrary, in the event that any provision of this Agreement or any other Loan Documents would oblige the Borrower to make any payment of interest or other amount payable to the Agent or the Lenders in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or the Lenders of interest at a criminal or prohibited rate (as such terms are construed under no circumstances be deemed to be charges for the use of money pursuant to Official Criminal Code of Georgia Annotated Sections 7-4-2 and 7-4-18 (Canada) or any other Applicable Law. In no event ), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the amount of interest and other charges for same effect as if adjusted at the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally Closing Date to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawor rate of interest, thenas the case may be, ipso facto as would not be so prohibited by law or so result in a receipt by the Agent or the Lenders of the Agreement Dateinterest at a criminal or prohibited rate, the Borrowers are and shall such adjustment to be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans effected to the extent necessary in each case, as follows: (a) by reducing any fees and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada) or any other Applicable Law; and (b) by reducing the amount or rate of interest exigible under Article 4 of this Agreement; and any amount or rate of interest referred to in this Section 4.06 shall be determined in accordance with generally accepted actuarial practices and principles over the maximum term of this Agreement (or over such shorter term as may be required by Section 347 of the Criminal Code (Canada) or any other Applicable Law) and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purposes of such excessdetermination, absent manifest error. Article 5 REPAYMENT 5.01 Mandatory Repayment of Principal at Maturity Subject to the terms hereof, the Borrower will repay all Obligations in connection with the Loan Facility, including the outstanding principal amount of all Advances thereunder together with all accrued interest, fees, and other amounts then unpaid by it with respect to such Advances (including, in the case of clause (b) below, any Prepayment Fee, or Make-Whole Premium, as applicable) in full on the earliest to occur of (a) the Maturity Date and (b) the date of the acceleration of the Obligations pursuant to Section 9.02 of this Agreement; and the Loan Facility and the Commitments hereunder will be automatically terminated on the Maturity Date.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the NAI-1527873932v11527873932v3 NAI-1527873932v11527873932v3 Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Effective Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers (a) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (in each case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, and not to the payment of interest, or, if the excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate, the Lenders may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the Lender Group hereby agree effects thereof, (iii) amortize, prorate, allocate, and stipulate spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (iv) allocate interest between portions of such Indebtedness and other obligations under the Loan Documents to the end that the only charges imposed upon the Borrowers for the use no such portion shall bear interest at a rate greater than that permitted by applicable Law. (b) If any provision of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and would obligate Borrower or any other Obligor to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall under no circumstances be deemed to be charges for the use of money pursuant have been adjusted with retroactive effect to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawor rate of interest, thenas the case may be, ipso facto as would not be so prohibited by law or so result in a receipt by such Lender of the Agreement Dateinterest at a criminal rate, the Borrowers are and shall such adjustment to be liable only for the payment of such maximum as allowed by laweffected, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid to such Lender, and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Any amount or rate of interest referred to in this Section 13.18(b) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro- rated over that period of time and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of such excessdetermination.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Notes exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Notes in excess of the highest applicable rate, the rate in effect under this Agreement or the Notes shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 3.1.5) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.

Maximum Rate of Interest. The Borrowers and Nothing contained herein, in the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and Note or in any other Loan Document. Notwithstanding Document or in any instrument or transaction related thereto shall be construed or so operate as to require the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, Mortgagor or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be person liable only for the payment of such the Loan made pursuant to the Note, or liable for the payment of any Obligations, to pay interest, or any charge in the nature of interest, in an amount or at a rate which exceeds the maximum as rate of interest allowed by applicable law, and as amended from time to time. Should any interest or other charges in the nature of interest received by Mortgagee or paid by the Mortgagor or any parties liable for the payment received of the Loan made pursuant to the Note, or liable for the payment of any Obligations, exceed the maximum rate of interest allowed by applicable law, as amended from the Borrowers in time to time, then such excess of such legal maximum, whenever received, sum shall be applied to reduce credited against the principal balance of the Revolving Loans Note or the balance of the other Obligations, as applicable, unless the Mortgagor or such other parties liable for such payments, as applicable, shall notify the Mortgagee, in writing, that the Mortgagor or such other party elects to have such excess sum returned to it forthwith, it being the extent intent of such excessthe parties hereto that under no circumstances shall the Mortgagor or any parties liable for any of the aforesaid payments be required to pay interest in excess of the maximum rate of interest allowed by applicable law, as amended from time to time. The Mortgagee may, in determining the maximum rate of interest allowed under applicable law, as amended from time to time, take advantage of any state or federal law, rule or regulation in effect from time to time which may govern the maximum rate of interest which may be reserved, charged or taken.

Maximum Rate of Interest. The Borrowers and Notwithstanding any contrary provision of this Second Mortgage, in no event shall the Lender Group hereby agree and stipulate that aggregate of the only charges imposed upon interest payable hereunder or under the Borrowers for Note, the use of money in connection with this Second Loan Agreement are and shall be the specific interest and fees described in this Article 2 and in or any other Loan Document. Notwithstanding , or penalties or premiums for late payments, Prepayment Premiums (as defined in the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing Note) loan servicing fees, agency application fees, syndication commitment fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 "points" or any other Applicable Law. In no event shall amounts, fees or charges which would under any applicable Law be deemed "interest" ever exceed the maximum amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible which under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall applicable Law could be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce lawfully charged on the principal balance of the Revolving Loans Note from time to time outstanding. In this connection, it is expressly stipulated and agreed that it is the intention of Mortgagee and Mortgagor in the execution and delivery of the Note, this Second Mortgage, the Second Loan Agreement, the Assignment of Leases, the Indemnity Agreement and any other Loan Document contractually to limit the maximum amounts charged to, contracted for with, or received from Mortgagor in connection with the Secured Obligations which would be deemed "interest" under any applicable Law to the maximum non-usurious amount of interest which would be permitted under such Law. In furtherance thereof, it is stipulated and agreed that none of the terms of this Second Mortgage, the Note, the Second Loan Agreement, the Assignment of Leases, the Indemnity Agreement or any other Loan Document shall ever be construed to create a contract to pay for the use, forbearance or detention of money interest at a rate in excess of the maximum non-usurious interest rate permitted to be charged to, contracted for with, or received from Mortgagor by Mortgagee under any applicable Law; neither Mortgagor nor any Guarantor (as defined in Section 7.9) under the Guaranty (as defined in Section 7.9), endorser or other parties now or hereafter becoming liable for the payment of the Secured Obligations shall ever be liable for interest in excess of the maximum non-usurious interest that under any applicable Law could be charged, contracted for or received from Mortgagor by Mortgagee; and the provisions of this Section shall be deemed to govern the maximum rate and amount of interest which may be paid under the Note, the Second Loan Agreement, the Indemnity Agreement, the Assignment of Leases and any other Loan Document, and shall control over all other provisions of this Second Mortgage, the Note, the Second Loan Agreement, the Assignment of Leases or any other Loan Document which might be in apparent conflict herewith. Specifically and without limiting the generality of the foregoing, it is expressly provided: 7.2.1 If and when any installment of the interest calculated under the Note becomes due and the aggregate amount thereof, when added to the aggregate amount of any other amounts which constitute interest on the indebtedness evidenced thereby and which have been heretofore paid on said indebtedness, would be in excess of the maximum non-usurious amount of interest permitted by any applicable Law, in light of all discounts, payments or prepayments theretofore made on said indebtedness and presuming the Secured Obligations will be paid at their stated maturity date, then the aggregate amount of such interest installment shall be automatically reduced to the maximum sum, if any, which could lawfully be paid as interest on the principal balance of the Note on such date under such circumstances. 7.2.2 If under any circumstances the aggregate amounts paid on the Note, this Second Mortgage, the Second Loan Agreement, the Indemnity Agreement, the Assignment of Leases and any other Loan Document prior to and incident to final payment thereof include any amounts which under any applicable Law would be deemed interest and which would exceed the maximum non-usurious amount of interest which, under any applicable Law, could lawfully have been collected on such indebtedness, Mortgagor and Mortgagee stipulate that such payment and collection will have been and will be deemed to have been the result of mathematical error on the part of both Mortgagor and Mortgagee, and the person or entity receiving such excess payment shall promptly refund the amount of such excess (to the extent only of the excess of such excessinterest payments above the maximum non-usurious amount which could lawfully have been collected and retained under any applicable Law) upon discovery of such error by the person or entity receiving such payment or Notice thereof from the person or entity making such payment; and 7.2.3 All amounts paid or agreed to be paid in connection with the Secured Obligations which would under any applicable Law be deemed "interest" shall, to the extent permitted by such Law, be amortized, prorated, allocated and spread throughout the full term of the Note.

Maximum Rate of Interest. The Borrowers and the Lender Group Lenders hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 II, in the Fee Letter, in the Commitment Letter, and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group Lenders further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender GroupLenders, or any of them, are charges to compensate the Lender Group Lenders for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group Lenders in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Lawapplicable law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender GroupLenders, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Lawapplicable law, then, ipso facto as of the Agreement Closing Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum amount as allowed by law, and payment received from the Borrowers in excess of such legal maximummaximum amount, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and Any provision contained in the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein LOAN DOCUMENTS to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as holder of the Agreement DateNOTE shall not be entitled to receive or collect, nor shall any of the Borrowers are and shall BORROWERS be liable only for the payment of such maximum as allowed by lawobligated to pay, and payment received from the Borrowers interest thereunder in excess of the maximum rate of interest permitted by the laws of any state determined to be applicable thereto or the laws of the United States of America applicable to loans in such legal maximumapplicable state or states, whenever receivedand if any provision of this AGREEMENT, the NOTE or of any of the other LOAN DOCUMENTS shall ever be construed or held to permit or require the charging, collection or payment of any amount of interest in excess of that permitted by such laws applicable thereto, the provisions of this Section shall control and shall override any contrary or inconsistent provision. The intention of the parties is to at all times conform strictly with all applicable usury laws, and other applicable laws limiting the maximum rates of interest which may be lawfully charged upon the LOANS and REIMBURSEMENT OBLIGATIONS. The interest to be paid pursuant to the NOTE shall be held subject to reduction to the amount allowed under said usury or other laws as now or hereafter construed by the courts having jurisdiction, and any sums of money paid in excess of the interest rate allowed by applicable law shall be applied to reduce in reduction of the principal balance of the Revolving Loans amount owing pursuant to the extent of such excessNOTE. EACH OF THE BORROWERS EXPRESSLY ACKNOWLEDGES AND UNCONDITIONALLY AND IRREVOCABLY STIPULATES FOR ALL PURPOSES THAT IT HAS BEEN CONTEMPLATED AT ALL TIMES BY THE PARTIES THAT THE LAWS OF THE STATE OF NEW YORK WILL GOVERN THE MAXIMUM RATE OF INTEREST THAT IT IS PERMISSIBLE FOR THE LENDER TO CHARGE THE BORROWERS.

Maximum Rate of Interest. The Borrowers Borrower and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers Borrower for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers Borrower and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Restatement Date, the Borrowers are Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent of such excess.

Maximum Rate of Interest. The Borrowers and Notwithstanding any provisions to the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money contrary in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and or in any other Loan Document. Notwithstanding the foregoingNote, the Borrowers aggregate of all interest, and the Lender Group further agree and stipulate any other charges or consideration constituting interest under Applicable Interest Law, that all closing feesis taken, agency feesreserved, syndication feescontracted for, facility fees, underwriting fees, default charges, late charges, funding charged or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group received pursuant to third parties or for damages incurred by the Lender Group, this Agreement or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and Notes shall under no circumstances be deemed to be charges for exceed the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the maximum amount of interest and other charges allowed by the Applicable Interest Law. If any interest in excess of such amount is provided for the use of money payable under in this Agreement exceed or in any such Notes, then in such event (i) the maximum amounts permissible under any law that a court provisions of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers this Section 4.1(b) shall govern and control, (ii) the Lender Group, in executing and delivering this Agreement, intend legally Company shall not be obligated to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if pay the amount of such interest and other charges for to the use extent that it is in excess of money or manner of payment exceeds the maximum amount allowable under of interest allowed by the Applicable Interest Law, (iii) any interest paid on any such Notes which is in excess of what is allowed by the Applicable Interest Law shall be deemed a mistake and canceled automatically and, if theretofore paid, shall be credited to the outstanding principal amount of such Notes, and (iv) the effective rate of interest on such Notes shall be automatically subject to reduction to the Maximum Legal Rate of Interest. If at any time thereafter, the Maximum Legal Rate of Interest is increased, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Revolving Loans to the extent that it shall be permissible under Applicable Interest Law, the Company shall forthwith pay to the holders of the Notes subject to a prior reduction all amounts (or the permissible part thereof) of such excessexcess interest that the holders of such Notes would have been entitled to receive pursuant to the terms of this Agreement and such Notes had such increased Maximum Legal Rate of Interest been in effect at all times when such excess interest accrued. To the extent permitted by the Applicable Interest Law, all sums paid or agreed to be paid to the holders of any Notes for the use, forbearance or detention of the indebtedness evidenced by the Notes shall be amortized, prorated, allocated and spread throughout the full term of such Notes.

Maximum Rate of Interest. The Borrowers and Notwithstanding any contrary provision of this Mortgage, in no event shall the Lender Group hereby agree and stipulate that aggregate of the only charges imposed upon interest payable hereunder or under the Borrowers for Note, the use of money in connection with this Loan Agreement are and shall be the specific interest and fees described in this Article 2 and in or any other Loan Document. Notwithstanding , or penalties or premiums for late payments, Prepayment Premiums (as defined in the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing Note) loan servicing fees, agency application fees, syndication commitment fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 "points" or any other Applicable Law. In no event shall amounts, fees or charges which would under any applicable Law be deemed "interest" ever exceed the maximum amount of interest and other charges for the use of money payable under this Agreement exceed the maximum amounts permissible which under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall applicable Law could be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce lawfully charged on the principal balance of the Revolving Loans Note from time to time outstanding. In this connection, it is expressly stipulated and agreed that it is the intention of Mortgagee and Mortgagor in the execution and delivery of the Note, this Mortgage, the Loan Agreement, the Assignment of Leases, the Indemnity Agreement and any other Loan Document contractually to limit the maximum amounts charged to, contracted for with, or received from Mortgagor in connection with the Secured Obligations which would be deemed "interest" under any applicable Law to the maximum non-usurious amount of interest which would be permitted under such Law. In furtherance thereof, it is stipulated and agreed that none of the terms of this Mortgage, the Note, the Loan Agreement, the Assignment of Leases, the Indemnity Agreement or any other Loan Document shall ever be construed to create a contract to pay for the use, forbearance or detention of money interest at a rate in excess of the maximum non-usurious interest rate permitted to be charged to, contracted for with, or received from Mortgagor by Mortgagee under any applicable Law; neither Mortgagor nor any Guarantor (as defined in Section 7.9) under the Guaranty (as defined in Section 7.9), endorser or other parties now or hereafter becoming liable for the payment of the Secured Obligations shall ever be liable for interest in excess of the maximum non-usurious interest that under any applicable Law could be charged, contracted for or received from Mortgagor by Mortgagee; and the provisions of this Section shall be deemed to govern the maximum rate and amount of interest which may be paid under the Note, the Loan Agreement, the Indemnity Agreement, the Assignment of Leases and any other Loan Document, and shall control over all other provisions of this Mortgage, the Note, the Loan Agreement, the Assignment of Leases or any other Loan Document which might be in apparent conflict herewith. Specifically and without limiting the generality of the foregoing, it is expressly provided: 7.2.1 If and when any installment of the interest calculated under the Note becomes due and the aggregate amount thereof, when added to the aggregate amount of any other amounts which constitute interest on the indebtedness evidenced thereby and which have been heretofore paid on said indebtedness, would be in excess of the maximum non-usurious amount of interest permitted by any applicable Law, in light of all discounts, payments or prepayments theretofore made on said indebtedness and presuming the Secured Obligations will be paid at their stated maturity date, then the aggregate amount of such interest installment shall be automatically reduced to the maximum sum, if any, which could lawfully be paid as interest on the principal balance of the Note on such date under such circumstances. 7.2.2 If under any circumstances the aggregate amounts paid on the Note, this Mortgage, the Loan Agreement, the Indemnity Agreement, the Assignment of Leases and any other Loan Document prior to and incident to final payment thereof include any amounts which under any applicable Law would be deemed interest and which would exceed the maximum non-usurious amount of interest which, under any applicable Law, could lawfully have been collected on such indebtedness, Mortgagor and Mortgagee stipulate that such payment and collection will have been and will be deemed to have been the result of mathematical error on the part of both Mortgagor and Mortgagee, and the person or entity receiving such excess payment shall promptly refund the amount of such excess (to the extent only of the excess of such excessinterest payments above the maximum non- usurious amount which could lawfully have been collected and retained under any applicable Law) upon discovery of such error by the person or entity receiving such payment or Notice thereof from the person or entity making such payment; and 7.2.3 All amounts paid or agreed to be paid in connection with the Secured Obligations which would under any applicable Law be deemed "interest" shall, to the extent permitted by such Law, be amortized, prorated, allocated and spread throughout the full term of the Note.

Maximum Rate of Interest. The Borrowers and In the Lender Group hereby agree and stipulate that event the only charges imposed upon the Borrowers for the use rate of money in connection with interest chargeable under this Agreement are or the Notes at any time (calculated after giving effect to all items charged which constitute "interest" under applicable laws, including fees and margin amounts, if applicable) is greater than the Maximum Rate, the unpaid principal amount of the LC Advances shall bear interest at the Maximum Rate; provided that in each subsequent period in which the applicable rate of interest would otherwise be lower than the Maximum Rate, such interest rate shall be increased to the specific Maximum Rate until the total amount of interest and fees described paid or accrued on the LC Advances equals the amount of interest which would have been paid or accrued on the LC Advances if the stated rates of interest set forth in this Article 2 and Agreement had at all times been in any other Loan Documenteffect. Notwithstanding If, upon payment in full of the foregoingLC Advances, the Borrowers and total amount of interest paid or accrued under the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member terms of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed LC Advances is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Company shall, to be charges the extent permitted without violation of applicable law, pay the Administrative Agent for the use ratable account of money pursuant the LC Participants an amount equal to Official Code the difference between (i) the lesser of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall (A) the amount of interest which would have been charged on its LC Advances if the Maximum Rate had, at all times, been in effect and other charges for (B) the use amount of money payable interest which would have accrued on its LC Advances if the rates of interest set forth in this Agreement had at all times been in effect and (ii) the amount of interest actually paid under this Agreement exceed on its LC Advances. In the maximum amounts permissible under event the LC Participants ever receive, collect or apply as interest any law that a court sum in excess of competent jurisdiction the Maximum Rate, such excess amount shall, in a final determination, deem applicable. The Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed extent permitted by law, and payment received from the Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the reduction of the principal balance of the Revolving Loans LC Advances, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Company. In determining whether the interest contracted for, charged or received by the Administrative Agent, the LC Issuer or a LC Participant exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effect thereof and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of such excessinterest throughout the contemplated term of the Obligations.

Maximum Rate of Interest. The Borrowers and the Lender Group hereby agree and stipulate that the only charges imposed upon the Borrowers for the use of money in connection with this Agreement are and shall be the specific interest and fees described in this Article 2 and in any other Loan Document. Notwithstanding the foregoing, the Borrowers and the Lender Group further agree and stipulate that all closing fees, agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by any member of the Lender Group to third parties or for damages incurred by the Lender Group, or any of them, are charges to compensate the Lender Group for underwriting and administrative services and costs or losses performed or incurred, and to be performed and incurred, by the Lender Group in connection with this Agreement and the other Loan Documents and shall under no circumstances be deemed to be charges for the use of money pursuant to Official Code of Georgia Annotated Sections 7-4-2 and 7-4-18 or any other Applicable Law. In no event shall the amount aggregate of all interest and other charges for on the use Obligations charged or collected pursuant to the terms of money payable under this Agreement or pursuant to the Notes (if any) exceed the maximum amounts highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. The Borrowers and In the event that such a court determines that a Lender Group, in executing and delivering has charged or received interest under this Agreement, intend legally to agree upon Agreement or the rate or rates of interest and other charges for the use of money and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, Notes (if the amount of such interest and other charges for the use of money or manner of payment exceeds the maximum amount allowable under Applicable Law, then, ipso facto as of the Agreement Date, the Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from the Borrowers any) in excess of the highest applicable rate, the rate in effect under this Agreement and the Notes (if any) shall automatically be reduced to the maximum rate permitted by Applicable Law and Lender shall promptly apply such legal maximum, whenever received, shall be applied excess to reduce the principal balance of the Revolving Obligations, or if the principal balance of the Obligations owing have been paid in full, Lender shall promptly apply such excess to reduce any other Obligations, and if all Obligations have been paid in full, then Lender shall refund to Borrower any interest received by Lender in excess of the maximum lawful rate; provided, that if at any time thereafter the rate of interest payable hereunder is less than the highest applicable rate, Borrower shall continue to pay interest hereunder at the highest applicable rate, until such time as the total interest received by Lender from the making of Loans hereunder is equal to the extent total interest that Lender would have received had the interest rate payable hereunder been (but for the operation of such excessthis Section 2.3) the interest rate payable since the Closing Date as otherwise provided in this Agreement. It is the intent of this Agreement that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly, interest in excess of that which may be paid by Borrower under Applicable Law.