Common use of Maximum Rate Clause in Contracts

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless of Notwithstanding anything herein to the contrary, if at any provision contained time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or Issuing Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of the Loan Documentsinterest payable hereunder, Funding Party together with all Charges payable to such Lender or Issuing Lender, shall never be entitled limited to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event provided that Funding Party ever receive, collect or apply as interest any such excess, the excess amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to such Lender or Issuing Lender on subsequent payment dates to the applicable Borrower Partyextent not exceeding the Maximum Rate. In determining whether If Administrative Agent or not the any Lender shall receive interest paid or payable under any specific contingency in an amount that exceeds the Maximum Rate, each Borrower Party and Funding Party shallthe excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the maximum extent permitted under by applicable law: , (a) characterize any nonprincipal payment that is not principal as an expense, fee fee, or premium rather than as interest; , (b) exclude voluntary prepayments and the effects thereof; , and (c) amortize, prorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datehereunder.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided thatPROVIDED THAT, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Applicable Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding and if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: all Legal Requirements, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, to the extent permitted by all Legal Requirements, be subject to any penalties provided by any laws Legal Requirements for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on all or any part of the Obligations Obligation, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided thatObligation. However, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party Lenders shall never be entitled to receive, collect or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Obligations any amount in excess of interest calculated at the Maximum Rate, and, in the event that Funding Party any Lender ever receivereceives, collect collects or apply applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is are paid in full, any remaining excess shall forthwith be paid to the applicable Borrower PartyBorrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: , (ai) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; (bii) exclude voluntary prepayments and the effects thereof; and (ciii) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, andand if any Lender ever does so, in the event that Funding Party ever receive, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Applicable Laws, (a) treat all Advances and Loans as a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Advances and Loans is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, that if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party then Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties Lenders receiving such excess shall not not, to the extent permitted by Applicable Laws, be subject to any penalties provided by any laws Applicable Laws for contracting forcontracting, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as Borrower agrees that Chapter 346 of the date hereof; provided, however, that in Texas Finance Code (which regulates certain revolving credit loan accounts and revolving tri-party accounts) does not apply to the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateObligations.

Maximum Rate. Regardless In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any provision contained applicable Law which a court of competent jurisdiction shall, in any of a final determination, deem applicable hereto. In the Loan Documents, Funding Party shall never be entitled to receive, collect event that such a court determines that the Lenders have charged or apply as received interest on the Obligations any amount hereunder in excess of the Maximum Ratehighest applicable rate, andthe rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, in and that neither the event that Funding Party ever Administrative Agent nor any Lender receive or contract to receive, collect directly or apply as indirectly in any manner whatsoever, interest any such excess, the amount in excess of that which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith may be paid to by the Borrower under applicable Borrower PartyLaw. In determining whether or not the interest paid contracted for, charged, or payable received hereunder exceeds the highest rate permissible under any specific contingency exceeds applicable Law, the Maximum Rate, each Borrower Party and Funding Party shalldetermining Person may, to the maximum extent permitted under by applicable law: Law, (a) characterize any nonprincipal payment that is not principal as an expense, fee fee, or premium rather than as interest; , (b) exclude voluntary prepayments and the effects thereof; , and (c) amortize, prorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datehereunder.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided thatPROVIDED THAT, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: all Legal Requirements, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, to the extent permitted by all Legal Requirements, be subject to any penalties provided by any laws Legal Requirements for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Applicable Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the Loan Documentsparties to this Agreement that no Credit Party may contract Amended and Restated Credit Agreement 27 for, Funding Party shall never be entitled to receivecharge, collect take, reserve, receive or apply apply, as interest on all or any part of the Obligations Obligation any amount in excess of the Maximum RateRate or the Maximum Amount or receive any unearned interest in violation of any applicable law, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest then any such excess, the amount which would be excessive interest excess shall be deemed to be treated as a partial repayment or prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: , (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrower agree that this is the case and that provision in this Agreement for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; , (bc) exclude voluntary repayments or prepayments and the effects thereof; their effects, and (cd) amortize, prorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that Obligation. If, however, the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are Obligation is paid and performed in full prior to before the end of the its full contemplated term thereofterm, and if the interest received for the its actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then Lenders shall refund any excess (and Lenders may not, to the extent permitted by applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations andlaw, in such event, Funding Parties shall not be subject to any penalties provided by any laws Governmental Requirements for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount).

Maximum Rate. Regardless It is the intent of any provision Administrative Agent, Lenders and Borrower in the execution and performance of the Credit Documents to remain in strict compliance with applicable Laws from time to time in effect, including applicable laws limiting the amount or rate of interest. Administrative Agent, Lenders and Borrower stipulate and agree that none of the terms and provisions contained in any the Credit Documents shall ever be construed to create a contract to pay for the use, forbearance or detention of the Loan Documents, Funding Party shall never be entitled to receive, collect money with interest at a rate or apply as interest on the Obligations any in an amount in excess of the Maximum RateRate or Maximum Amount. For purposes of the Credit Documents, and"interest" shall include the aggregate of all charges which constitute interest under applicable Laws that are contracted for, charged, reserved, received or paid under the Credit Documents. Borrower shall never be required to pay unearned interest and shall never be required to pay interest at a rate or in an amount in excess of the Maximum Rate or Maximum Amount, and the provisions of this section shall control over all other provisions of the Credit Documents, and of any other FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 32 AMERICAN NATIONAL BANK and HARRXX XXXK -- ULTRAK OPERATING, L.P. 45 instrument pertaining to or securing the Obligation, which may be in actual or apparent conflict herewith. If the Obligation is prepaid, or if the maturity of the Obligation is accelerated for any reason, or if under any contingency the effective rate or amount of interest which would otherwise be payable under the Credit Documents would exceed the Maximum Rate or Maximum Amount, or in the event any Lender or any holder of the Obligation shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the event absence of this provision, increase the effective rate or amount of interest payable under the Credit Documents to a rate or amount in excess of that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed permitted to be a partial prepayment of principal and treated hereunder as such; andcharged, if contracted for, taken, reserved or received under applicable Laws then in effect, then the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to Obligation or the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout which would otherwise be payable on the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior Obligation or both shall be reduced to the end of amount allowed under applicable Laws as now or hereinafter construed by the full contemplated term thereofcourts having jurisdiction, and if the interest received for the actual period of existence thereof exceeds the Maximum Rateall such moneys so charged, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting contracted for, chargingtaken, taking, reserving reserved or receiving received that are deemed to constitute interest in excess of the Maximum Rate shall immediately be returned to or credited to the account of Borrower upon such determination. Administrative Agent, Lenders and Borrower further stipulate and agree that, without limitation of the foregoing, all calculations of the rate or amount of interest contracted for, charged, taken, reserved or received under the Credit Documents which are made for the purpose of determining whether such rate or amount exceeds the Maximum Rate or Maximum Amount, shall be made to the extent not prohibited by applicable Laws, by amortizing, prorating, allocating and spreading during the period of the full stated term of the Obligation, all interest at any time contracted for, charged, taken, reserved or received from Borrower or otherwise by Lenders or any other holder of the Notes. If the Laws of the State of Texas are applicable for purposes of determining the "Maximum Rate. As used herein", such term shall mean "the "weekly rate ceiling" from time to time in effect under Chapter 1D., Subtitle 1, Title 79, Revised Civil Statutes of Texas (Article 5069-1D.001 et seq.), as amended, or, if permitted by applicable Law and effective upon the giving of the notices required by such applicable Law (or effective upon any other date otherwise specified by applicable Law), the term “applicable law” shall mean "monthly ceiling," the law "quarterly ceiling," or "annualized ceiling" from time to time in effect as of under such applicable Law whichever that the date hereof; provided, however, that in Lenders shall elect to substitute for the event there is a change in the law which results in a higher permissible "weekly rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.ceiling,"

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, PROVIDED THAT if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility A Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility A Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility A Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility A Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility A Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean Table of Contents the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “"applicable law” " shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.. 133

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Facility A Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility A Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility A Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility A Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility A Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility A Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if a Lender ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyCompany. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party the Company and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and the Company agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment otherwise payable under the Loan Papers as an expense, fee fee, or premium premium, rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPapers, Funding Party Lender shall never be entitled to receivecontract for, collect charge, take, reserve, receive or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party Lender ever receivecontracts for, collect charges, takes, reserves, receives or apply applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the Maximum Rate, each Borrower Party and Funding Party Lender shall, to the maximum extent permitted under applicable law: : (a) treat all Advances as but a single extension of credit (and Lender and Borrower agree that such is the case and that provision herein for multiple Advances is for convenience only); (b) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; (bc) exclude voluntary prepayments and the effects thereof; and (cd) amortize, prorate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lender shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lender shall not to the extent permitted bylaw, be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Amount. To the extent the laws of the State of Texas are applicable for purposes of determining the "Maximum Rate. As used herein" or the "Maximum Amount", the such term “applicable law” shall mean the law "indicated rate ceiling" from time to time in effect under Article 1.04, Title 79, Revised Civil Statutes of Texas, as amended. Pursuant to Article 15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas, 1925, as amended, Borrower agrees that such Chapter 15 (which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall not govern or in any manner apply to the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateObligation.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility B Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility B Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility B Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility B Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility B Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Advances as but a single extension of credit (and Lender and Borrower agree that such is the case and that provision herein for multiple Advances is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided thatPROVIDED THAT, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Lenders shall THIRD AMENDED AND 25 RESTATED CREDIT AGREEMENT refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum RateAmount. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.ALLIED AMENDED AND RESTATED CREDIT AGREEMENT

Maximum Rate. Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the Loan Documentsparties to this Agreement that no Credit Party may contract for, Funding Party shall never be entitled to receivecharge, collect take, reserve, receive or apply apply, as interest on all or any part of the Obligations Obligation any amount in excess of the Maximum RateRate or the Maximum Amount or receive any unearned interest in violation of any applicable law, and, in the event that Funding if any Credit Party ever receivedoes so, collect or apply as interest then any such excess, the amount which would be excessive interest excess shall be deemed to be treated as a partial repayment or prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrowers. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party Borrowers and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: , (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrowers agree that is the case and that provision in this Agreement for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary repayments or prepayments and the effects thereof; their effects, and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that Obligation. If, however, the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are Obligation is paid and performed in full prior to before the end of the its full contemplated term thereofterm, and if the interest received for the its actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interestAmount, then the Loan Documents Credit Parties shall be governed refund any excess (and the Credit Parties may not, to the extent permitted by such new law as of its effective date.applicable

Maximum Rate. Regardless In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any provision contained applicable Law which a court of competent jurisdiction shall, in any of a final determination, deem applicable hereto. In the Loan Documents, Funding Party shall never be entitled to receive, collect event that such a court determines that the Lenders have charged or apply as received interest on the Obligations any amount hereunder in excess of the Maximum Ratehighest applicable rate, andthe rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, in and that neither the event that Funding Party ever Administrative Agent nor any Lender receive or contract to receive, collect directly or apply as indirectly in any manner whatsoever, interest any such excess, the amount in excess of that which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith may be paid to by the Borrower under applicable Borrower PartyLaw. In determining whether or not the interest paid contracted for, charged, or payable received hereunder exceeds the highest rate permissible under any specific contingency exceeds applicable Law, the Maximum Rate, each Borrower Party and Funding Party shalldetermining Person may, to the maximum extent permitted under by applicable law: Law, (ai) characterize any nonprincipal payment that is not principal as an expense, fee fee, or premium rather than as interest; , (bii) exclude voluntary prepayments and the effects thereof; , and (ciii) amortize, prorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datehereunder.

Maximum Rate. Regardless The following provisions shall control this Agreement and the Note: (a) No agreements, conditions, provision or stipulations contained in this Agreement or in any other agreement between the Borrower and the Bank, or the occurrence of an Event of Default, or the exercise by the Bank of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Agreement or any other agreement between the Borrower and the Bank, or the arising of any provision contained contingency whatsoever, shall entitle the Bank to collect, in any event, interest exceeding the maximum rate of nonusurious interest allowed from time to time by applicable state or federal laws as now or as may hereinafter be in effect (the "MAXIMUM LEGAL RATE") and in no event shall the Borrower be obligated to pay interest exceeding such Maximum Legal Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel the Borrower to pay a rate of interest exceeding the Maximum Legal Rate shall be without binding force or effect, at law or in equity, to the extent only of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as excess of interest on over such Maximum Legal Rate (the Obligations "EXCESS"). In the event any amount interest is charged in excess of the Maximum Legal Rate, the Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal of any obligations due, and, second, returned to the Borrower, it being the intention of the parties hereto not to enter at any time into an usurious or otherwise illegal relationship. The parties hereto recognize that with fluctuations in the event that Funding Party ever receive, collect or apply as prime commercial interest any rate from time to time announced by the Bank such excessan unintentional result could inadvertently occur. By the execution of this Agreement, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: covenants that (a) characterize the credit or return of any nonprincipal payment as an expenseExcess shall constitute the acceptance by the Borrower of such Excess, fee or premium rather than as interest; and (b) exclude voluntary prepayments and the effects thereof; and (c) amortizeBorrower shall not seek or pursue any other remedy, proratelegal or equitable, allocate and spreadagainst the Bank based, in equal partswhole or in part, upon the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving charging or receiving of any interest in excess of the Maximum Legal Rate. As used hereinFor the purpose of determining whether or not any Excess has been contracted for, charged or received by the Bank, all interest at any time contracted for, charged or received by the Bank in connection with the Borrower's obligations shall be amortized, prorated, allocated and spread in equal parts during the entire term of this Agreement. If at any time the rate of interest payable hereunder shall be computed on the basis of the Maximum Legal Rate, any subsequent reduction in the Contract Rate 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 payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Contract Rate. (b) Unless preempted by federal law, the term “applicable law” rate of interest from time to time in effect hereunder shall mean not exceed the law "indicated rate ceiling" from time to time in effect as provided in Section 303 of the date hereof; providedTexas Finance Code. (c) The provisions of this Section shall be deemed to be incorporated into every document or communication relating to the Indebtedness which sets forth or prescribes any account, howeverright or claim or alleged account, that right or claim of the Bank with respect to the Borrower (or any other obligor in respect of the Indebtedness), whether or not any provisions of this Section 2.6 is referred to therein. All such documents and communications and all figures set forth therein shall, for the sole purpose of computing the extent of the obligations asserted by the Bank thereunder, be automatically recomputed by the Borrower or any other obligor, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.6. (d) If the applicable state or federal law is amended in the event there is future to allow a change in the law which results in a higher permissible greater rate of interestinterest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the Loan Documents limitation of interest hereunder shall be governed 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 new law as amendment, and all interest charges owing to the Bank by reason thereof shall be payable upon demand. (e) The provisions of its effective dateChapter 346 of the Texas Finance Code are specifically declared by the parties hereto not to be applicable to this Agreement or any other agreements executed in connection herewith or therewith or to the transactions contemplated hereby or thereby.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless It is the intent of any provision Administrative Agent, Lenders and Borrower in the execution and performance of the Credit Documents to remain in strict compliance with applicable Laws from time to time in effect, including applicable laws limiting the amount or rate of interest. Administrative Agent, Lenders and Borrower stipulate and agree that none of the terms and provisions contained in any the Credit Documents shall ever be construed to create a contract to pay for the use, forbearance or detention of the Loan Documents, Funding Party shall never be entitled to receive, collect money with interest at a rate or apply as interest on the Obligations any in an amount in excess of the Maximum RateRate or Maximum Amount. For purposes of the Credit Documents, and"interest" shall include the aggregate of all charges which constitute interest under applicable Laws that are contracted for, charged, reserved, received or paid under the Credit Documents. Borrower shall never be required to pay unearned interest and shall never be required to pay interest at a rate or in an amount in excess of the Maximum Rate or Maximum Amount, and the provisions of this section shall control over all other provisions of the Credit Documents, and of any other instrument pertaining to or securing the Obligation, which may be in actual or apparent conflict herewith. If the Obligation is prepaid, or if the maturity of the Obligation is accelerated for any reason, or if under any contingency the effective rate or amount of interest which would otherwise be payable under the Credit Documents would exceed the Maximum Rate or Maximum Amount, or in the event any Lender or any holder of the Obligation shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the event absence of this provision, increase the effective rate or amount of interest payable under the Credit Documents to a rate or amount in excess of that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed permitted to be a partial prepayment of principal and treated hereunder as such; andcharged, if contracted for, taken, reserved or received under applicable Laws then in effect, then the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to Obligation or the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout which would otherwise be payable on the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior Obligation or both shall be reduced to the end of amount allowed under applicable Laws as now or hereinafter construed by the full contemplated term thereofcourts having jurisdiction, and if the interest received for the actual period of existence thereof exceeds the Maximum Rateall such moneys so charged, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting contracted for, chargingtaken, taking, reserving reserved or receiving received that are deemed to constitute interest in excess of the Maximum Rate shall immediately be returned to or credited to the account of Borrower upon such determination. Administrative Agent, Lenders and Borrower further stipulate and agree that, without limitation of the foregoing, all calculations of the rate or amount of interest contracted for, charged, taken, reserved or received under the Credit Documents which are made for the purpose of determining whether such rate or amount exceeds the Maximum Rate or Maximum Amount, shall be made to the extent not prohibited by applicable Laws, by amortizing, prorating, allocating and spreading during the period of the full stated term of the Obligation, all interest at any time contracted for, charged, taken, reserved or received from Borrower or AMENDED AND RESTATED CREDIT AGREEMENT AMERICAN NATIONAL BANK Page 33 ULTRAK OPERATING, L.P. otherwise by Lenders or any other holder of the Notes. If the Laws of the State of Texas are applicable for purposes of determining the "Maximum Rate. As used herein", such term shall mean "the "weekly rate ceiling" from time to time in effect under Chapter 1D., Subtitle 1, Title 79, Revised Civil Statutes of Texas (Article 5069-1D.001 et seq.), as amended, or, if permitted by applicable Law and effective upon the giving of the notices required by such applicable Law (or effective upon any other date otherwise specified by applicable Law), the term “applicable law” shall mean "monthly ceiling," the law "quarterly ceiling," or "annualized ceiling" from time to time in effect as of under such applicable Law whichever that the date hereof; provided, however, that in Lenders shall elect to substitute for the event there is a change in the law which results in a higher permissible "weekly rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.ceiling,"

Maximum Rate. Regardless It is the intent of the Lenders and Borrowers to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and Borrower are hereby limited by the provisions of this section which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any provision contained in event or contingency (including but not limited to prepayment or acceleration of the maturity date of the Obligations), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes or otherwise, exceed the Maximum Rate. If, from any possible construction of any of the Loan DocumentsCredit Documents or any other document, Funding Party shall never interest would otherwise be entitled to receive, collect or apply as interest on the Obligations any amount payable in excess of the Maximum Rate, and, in any such construction shall be subject to the event that Funding Party provisions of this paragraph and interest owing pursuant to such documents shall be automatically reduced to the Maximum Rate without the necessity of execution of any amendment or new document. If any Lender shall ever receive, collect or apply receive anything of value which is characterized as interest any such excesson the Loans under Applicable Law and which would, apart from this provision, be in excess of the Maximum Rate, an amount equal to the amount which would be have been excessive interest shall shall, without penalty, be deemed applied to be a partial prepayment the reduction of the principal amount owing on the Loans and treated hereunder as such; andnot to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Obligations is Loans. The right to demand payment of the Loans or any other debt evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid in full, any remaining excess shall forthwith or agreed to be paid to the applicable Borrower Party. In determining whether or not Lenders with respect to the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Loans shall, to the maximum extent permitted under applicable law: by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term (aincluding any renewal or extension) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and of the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, Loans so that the total amount of interest throughout the entire contemplated term on account of the Obligations so that the interest rate Loans does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless The following provisions shall control this Agreement and the Note: (a) No agreements, conditions, provision or stipulations contained in this Agreement or in any other agreement between the Borrower and the Bank, or the occurrence of an Event of Default, or the exercise by the Bank of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Agreement or any other agreement between the Borrower and the Bank, or the arising of any provision contained contingency whatsoever, shall entitle the Bank to collect, in any event, interest exceeding the maximum rate of nonusurious interest allowed from time to time by applicable state or federal laws as now or as may hereinafter be in effect (the "MAXIMUM LEGAL RATE") and in no event shall the Borrower be obligated to pay interest exceeding such Maximum Legal Rate, and all agreements, conditions or stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel the Borrower to pay a rate of interest exceeding the Maximum Legal Rate shall be without binding force or effect, at law or in equity, to the extent only of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as excess of interest on over such Maximum Legal Rate (the Obligations "EXCESS"). In the event any amount interest is charged in excess of the Maximum Legal Rate, the Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal of any obligations due, and, second, returned to the Borrower, it being the intention of the parties hereto not to enter at any time into an usurious or otherwise illegal relationship. The parties hereto recognize that with fluctuations in the event that Funding Party ever receive, collect or apply as prime commercial interest any rate from time to time announced by the Bank such excessan unintentional result could inadvertently occur. By the execution of this Agreement, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: covenants that (a) characterize the credit or return of any nonprincipal payment as an expenseExcess shall constitute the acceptance by the Borrower of such Excess, fee or premium rather than as interest; and (b) exclude voluntary prepayments and the effects thereof; and (c) amortizeBorrower shall not seek or pursue any other remedy, proratelegal or equitable, allocate and spreadagainst the Bank based, in equal partswhole or in part, upon the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving charging or receiving of any interest in excess of the Maximum Legal Rate. As used hereinFor the purpose of determining whether or not any Excess has been contracted for, charged or received by the Bank, all interest at any time contracted for, charged or received by the Bank in connection with the Borrower's obligations shall be amortized, prorated, allocated and spread in equal parts during the entire term of this Agreement. If at any time the rate of interest payable hereunder shall be computed on the basis of the Maximum Legal Rate, any subsequent reduction in the Contract Rate 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 payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Contract Rate. (b) Unless preempted by federal law, the term “applicable law” rate of interest from time to time in effect hereunder shall mean not exceed the law "indicated rate ceiling" from time to time in effect as provided in Chapter 303 of the date hereof; providedTexas Finance Code. (c) The provisions of this Section shall be deemed to be incorporated into every document or communication relating to the Indebtedness which sets forth or prescribes any account, howeverright or claim or alleged account, that right or claim of the Bank with respect to the Borrower (or any other obligor in respect of the Indebtedness), whether or not any provisions of this Section 2.6 is referred to therein. All such documents and communications and all figures set forth therein shall, for the sole purpose of computing the extent of the obligations asserted by the Bank thereunder, be automatically recomputed by the Borrower or any other obligor, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2.6. (d) If the applicable state or federal law is amended in the event there is future to allow a change in the law which results in a higher permissible greater rate of interestinterest to be charged under this Agreement than is presently allowed by applicable state or federal law, then the Loan Documents limitation of interest hereunder shall be governed 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 new law as amendment, and all interest charges owing to the Bank by reason thereof shall be payable upon demand. (e) The provisions of its effective dateChapter 346 of the Texas Finance Code are specifically declared by the parties hereto not to be applicable to this Agreement or any other agreements executed in connection herewith or therewith or to the transactions contemplated hereby or thereby.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding Party neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, in if the event that Funding Party Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Lenders shall, to the maximum extent permitted under applicable law: Applicable Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received 31 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 37 for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party the Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties the Lenders shall not not, to the extent permitted by Applicable Law, be subject to any penalties provided by any laws Applicable Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsDocument, Funding no Credit Party shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding and if any Credit Party ever receivedoes so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party the Credit Parties shall, to the maximum extent permitted under applicable law: all Legal Requirements, (a) treat all Borrowings as but a single extension of credit (and the Credit Parties and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, that if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party then the Credit Parties shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding the Credit Parties shall not not, CREDIT AGREEMENT to the extent permitted by all Legal Requirements, be subject to any penalties provided by any laws Legal Requirements for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in this Note or in any other document or instrument executed in connection herewith, it is the intention of the Loan DocumentsBorrower and Lenders that Lenders not (a) contract for, Funding Party shall never be entitled to charge, take, reserve, receive, collect or apply apply, as interest on all or any part of the Obligations principal of this Note any amount in excess of the Maximum Rate, andRate or the Maximum Amount or (b) receive any unearned interest, in violation of any applicable law. If any acceleration of the event that Funding Party ever receive, collect maturity of this Note or apply as interest any payment under this Note or any other document or instrument executed in connection herewith produces a rate in excess of the Maximum Rate or if any Lender shall for any reason receive any such excessunearned interest or if any transaction contemplated hereby or by any such other document or instrument would otherwise be usurious under applicable law, then (i) the aggregate of all interest under applicable usury laws that is contracted for, charged, taken, reserved, received or applied under this Note, such other documents or instruments, or otherwise shall under no circumstances exceed the Maximum Amount, (ii) neither Borrower nor any other person shall be obligated to pay the amount which would be excessive of such interest to the extent that it is in excess of the Maximum Amount, (iii) any excess or unearned interest shall be deemed to be and shall be treated as a partial prepayment or repayment of principal and treated hereunder any remaining excess or unearned interest will be refunded to Borrower, and (iv) the provisions of this Note and such other documents or instruments shall immediately be deemed reformed, without the necessity of the execution of any new document or instrument, so as such; andto comply with all applicable usury laws. For purposes herein, if “Maximum Amount” and “Maximum Rate” respectively mean the maximum non-usurious amount and the maximum non-usurious rate of interest that, under applicable law, Lenders are permitted to contract for, charge, take, reserve or receive on the outstanding principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective datethis Note.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party Lenders shall never be entitled to receive, collect or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Obligations any amount in excess of interest calculated at the Maximum Rate, and, in the event that Funding Party any Lender ever receivereceives, collect collects or apply applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is are paid in full, any remaining excess shall forthwith be paid to the applicable Borrower PartyBorrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, each Borrower Party and Funding Party Lenders shall, to the maximum extent permitted under applicable law: , (ai) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; (bii) exclude voluntary prepayments and the effects thereof; and (ciii) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligations; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, each applicable Funding Party Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.73

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower PartyBorrower. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.

Maximum Rate. Regardless of any provision contained in any of the Loan DocumentsPaper, Funding Party no Facility B Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Obligations Obligation, or any part thereof, any amount in excess of the Maximum Rate, and, in the event that Funding Party if Facility B Lenders ever receivedo so, collect or apply as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, such and any remaining excess shall forthwith be paid refunded to the applicable Borrower PartyBorrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party Facility B Lenders shall, to the maximum extent permitted under applicable law: Law, (a) treat all Borrowings as but a single extension of credit (and Facility B Lenders and Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest; , (bc) exclude voluntary prepayments and the effects thereof; , and (cd) amortize, prorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum RateObligation; provided that, if the Obligations are Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum RateAmount, each applicable Funding Party Facility B Lenders shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations excess, and, in such event, Funding Parties Facility B Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective dateAmount.

Maximum Rate. Regardless of any provision contained in any of the Loan Documents, Funding Party shall never be entitled to receive, collect or apply as interest on the Obligations any amount in excess of the Maximum Rate, and, in the event that Funding Party ever receive, collect or apply as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligations is paid in full, any remaining excess shall forthwith be paid to the applicable Borrower Party. In determining whether or not the interest paid or payable under any specific contingency exceeds the Maximum Rate, each Borrower Party and Funding Party shall, to the maximum extent permitted under 144 applicable law: (a) characterize any nonprincipal payment as an expense, fee or premium rather than as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate does not exceed the Maximum Rate; provided that, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, each applicable Funding Party shall refund to the applicable Borrower Party the amount of such excess or credit the amount of such excess against the principal amount of the Obligations and, in such event, Funding Parties shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum Rate. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall be governed by such new law as of its effective date.