Common use of Maximum Rate of Return Clause in Contracts

Maximum Rate of Return. Notwithstanding any provision to the contrary contained in this Agreement, in no event shall the aggregate "interest" (as defined in section 347 of the Criminal Code, Revised Statutes of Canada, 1985, c. 46 as the same may be amended, replaced or re-enacted from time to time) payable under this Agreement by either Canadian Borrower or the Credit Documents to which such Canadian Borrower is a party exceed the effective annual rate of interest on the "credit advanced" (as defined in that section) to such Canadian Borrower under this Agreement lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document relating to such Canadian Borrower in respect of "interest" (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Canadian Borrower and the Banks and the amount of such payment or collection shall be refunded to such Canadian Borrower. For purposes of this Agreement the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Canadian Swingline Loan facility on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent will be conclusive for the purposes of such determination. If it is not determinable which particular payment or collection is contrary to the provisions of the section of the Criminal Code referred to hereinabove, the Canadian Swingline Banks will, in consultation with the applicable Canadian Borrower, determine the payments or collections to be refunded.

Maximum Rate of Return. Notwithstanding any provision to the contrary contained in this Agreementherein, in no event shall the aggregate "“interest" ” (as defined in section 347 of the Criminal Code, Revised Statutes of Canada, 1985, c. 46 c.46 as the same may be amended, replaced or re-re- enacted from time to time) payable under this Agreement by either Canadian Borrower or the Credit Documents to which such Canadian Borrower is a party hereunder exceed the effective annual rate of interest on the "“credit advanced" ” (as defined in that section) to such Canadian Borrower under this Agreement hereunder lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document relating to such Canadian Borrower in respect of "“interest" ” (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Canadian the Borrower and the Banks Lender and the such amount or rate of such payment or collection interest shall be refunded deemed to such Canadian Borrowerhave 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 of the Lender of “interest” at a “criminal rate”. For purposes of this Agreement hereof, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Canadian Swingline Loan facility loan on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent Lender will be conclusive for the purposes of such determination. If it is not determinable which particular payment or collection is contrary to the provisions of the section of the Criminal Code referred to hereinaboveabove, the Canadian Swingline Banks Lender will, in consultation with the applicable Canadian Borrower, determine the payments or collections to be refunded.