Common use of Usury Not Intended Clause in Contracts

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York Texas, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America from time to time in effecteffect and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lender Parties and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lender Parties shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and Texas, the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement and all other Credit Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Credit Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes the Obligations owing to such Lender (or if all such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender Party including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender Parties and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender Party receiving the same shall credit the same on the principal of its Notes the Obligations of the Borrower under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity Obligations of the Notes is Borrower under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes principal of the Obligations of the Borrower under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lender Parties shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facilities all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law Legal Requirement amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the each Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and Texas, the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement and all other Credit Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Credit Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Advances owing to such Lender (or if all such Notes Advances shall have been paid in full, refund said excess to the Applicable Borrower). In the event that the maturity of the Notes is Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Advances (or, if the applicable Notes Advances shall have been paid in full, refunded to the Borrowerapplicable Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the ObligationsAdvances. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender Party including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender Parties and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender Party receiving the same shall credit the same on the principal of its Notes the Obligations of the Borrower under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity Obligations of the Notes is Borrower under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes principal of the Obligations of the Borrower under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lender Parties shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facility all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender receiving the same shall credit the same on the principal of its Notes the Obligations of the Borrower under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity Obligations of the Notes is Borrower under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes principal of the Obligations of the Borrower under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facility all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York Texas and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes the Obligations of the Borrower under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity Obligations of the Notes is Borrower under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes principal of the Obligations of the Borrower under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Loan all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender Party including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender Parties and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender Party receiving same shall credit the same on the principal of its Notes the Obligations of the Borrower under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity Obligations of the Notes is Borrower under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes principal of the Obligations of the Borrower under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facilities all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York Texas and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Deed of Trust, the Credit Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York Texas and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Deed of Trust, the Credit Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementDeed of Trust, the Credit Agreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Deed of Trust, the Credit Agreement or otherwise other Credit Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithObligation.

Usury Not Intended. It is the intent of the Borrower each Loan Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Loan Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “of this Agreement "interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Loan Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrowers and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Lenders and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrowerapplicable Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Revolving Notes (or if such Revolving Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Revolving Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Revolving Notes (or, if the applicable Revolving Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Revolving Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 9.10 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal 117 parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America and Canada from time to time in effect, including the Criminal Code (Canada). In furtherance thereof, the Banks Lender Parties and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the Applicable Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerApplicable Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lender Parties shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. Notwithstanding any other provision of this Agreement or any Credit Document, no Credit Party existing under the laws of Canada or any province or territory of Canada shall be obligated to make any payments of interest or other amounts payable to the Lender Parties in excess of an amount or rate which would be prohibited by law or would result in the receipt by the Lender Parties of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada).

Usury Not Intended. It is the intent of the Borrower and each ------------------ Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York Texas and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Deed of Trust, the Credit Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York Texas and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and Exhibit D — Form of Mortgage agree that none of the terms and provisions contained in this Deed of Trust, the Credit Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementDeed of Trust, the Credit Agreement and the other Loan Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Deed of Trust, the Credit Agreement or otherwise other Loan Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithObligation.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and Texas, the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement and all other Loan Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Loan Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations owing to such Lender (or if all such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks each Lender and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its the Notes (or if such the Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks each Lender shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank the Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Lender including such applicable laws of the State of New York Oregon and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Lender and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank the Lender receiving same shall credit the same on the principal of its Notes Note (or if such Notes the Note shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes Note is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Note (or, if the applicable Notes Note shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not ot the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lender shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Note all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Deed of Trust, the Credit Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York Texas and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Deed of Trust, the Credit Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementDeed of Trust, the Credit Agreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum Exhibit D – Form of Mortgage non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Deed of Trust, the Credit Agreement or otherwise other Credit Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithObligation.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York North Carolina and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks each Lender and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its the Notes (or if such the Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks each Lender shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Deed of Trust, the Credit Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York Texas and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Deed of Trust, the Credit Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementDeed of Trust, the Credit Agreement and the other Loan Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Deed of Trust, the Credit Agreement or otherwise other Loan Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithObligation.

Usury Not Intended. It is the intent of the Borrower Grantor and each Bank Beneficiary in the execution and performance of this Agreement Deed of Trust and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law conceptsif any, governing the Advances of each Bank Secured Obligations including such applicable usury laws of the State of New York and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Beneficiary and the Borrower Grantor stipulate and agree that none of the terms and provisions contained in this Agreement Deed of Trust or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementDeed of Trust and the other Loan Documents; and in the event that, notwithstanding not withstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesSecured Obligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same Beneficiary shall credit the same on the principal of its Notes the Secured Obligations (or if such Notes the Secured Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerGrantor). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Grantor and the Banks Beneficiary shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Secured Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Secured Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and York, the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement and all other Credit Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Credit Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes the Obligations owing to such Lender (or if all such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the each Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws Legal Requirements that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Loans (or if such Notes Loans shall have been paid in full, refund said excess to the applicable Borrower). In the event that the maturity of the Notes Loans is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Loans (or, if the applicable Notes Loans shall have been paid in full, refunded to the Borrowerapplicable Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lenders shall to the maximum extent permitted under applicable law Legal Requirement, subject to Section 9.22, amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Loans all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Advances (or if such Notes Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes Advances is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Advances (or, if the applicable Notes Advances shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Loan Party and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lender Parties and the Borrower Loan Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Advances (or if such Notes Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Advances (or, if the applicable Notes Advances shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Loan Parties and the Banks Lenders shall to the maximum extent permitted under applicable law Legal Requirement amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York Texas, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrowers and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and York, the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement and all other Credit Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Credit Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes the Obligations owing to such Lender (or if all such Notes Obligations shall have been paid in full, refund said excess to the BorrowerBorrowers). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrowers of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances an Advance of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Deed of Trust, the Credit Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Secured Obligations including such applicable usury laws of the State of New York Texas and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Deed of Trust, the Credit Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementDeed of Trust, the Credit Agreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesSecured Obligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Secured Obligations (or if such Notes the Secured Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Secured Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Deed of Trust, the Credit Agreement or otherwise other Credit Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Secured Obligations or, if the applicable Notes Secured Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Secured Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithSecured Obligation.

Usury Not Intended. It Without limitation of any rights under Section 2.06(c), it is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and York, the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “of this Agreement and all other Credit Documents, "interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Credit Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes the Obligations owing to such Lender (or if all such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws of the State of New York Texas, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if Loans (and all other Obligations) owed to such Notes Lender shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Loans are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on to the applicable Notes Loans (or, if the applicable Notes Loans and all other Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Loans all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Loan Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Loan Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Loan Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.the

Usury Not Intended. It is the intent of the Borrower and ------------------ each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York Texas and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Agreement Mortgage, the Master Debt Agreements and the other Credit Master Debt Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York Texas and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Agreement Mortgage or the other Credit Master Debt Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementMortgage, the Master Debt Agreements and the other Master Debt Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Agreement Mortgage or otherwise other Master Debt Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithObligation.

Usury Not Intended. It is the intent of the Borrower Borrower, the Administrative Agent, the Issuing Banks, and each Bank the Lenders in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Lenders including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Administrative Agent, the Lenders, and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged charged, or received under this AgreementAgreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received received, or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank the Lender receiving same shall credit the same on the principal of its Notes (or if such its Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrower, the Administrative Agent, the Issuing Banks, and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Note, all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Term Notes (or if such Term Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Term Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Term Notes (or, if the applicable Term Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Term Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 9.10 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws Legal Requirements that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Advances (or if such Notes Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Advances (or, if the applicable Notes Advances shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law Legal Requirement amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender receiving the same shall credit the same on the principal of its Notes the Obligations of the Borrower under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity Obligations of the Notes is Borrower under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes 107 interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes principal of the Obligations of the Borrower under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facility all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank the Mortgagee in the execution and performance of this Mortgage, the Credit Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York York, the State of Wyoming and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Mortgage, the Credit Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementMortgage, the Credit Agreement and the other Loan Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same the Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any an Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Mortgage, the Credit Agreement or otherwise other Loan Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithObligation.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the US Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of an Administrative Agent (including at the holder thereof instruction of the Majority Lenders) resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerUS Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 9.10 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. Notwithstanding any other provision of this Agreement or any Credit Document, no Credit Party existing under the laws of Canada or any province or territory of Canada shall be obligated to make any payments of interest or other amounts payable to the Lending Parties in excess of an amount or rate which would be prohibited by law or would result in the receipt by the Lending Parties of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada).

Usury Not Intended. It is the intent of the Borrower and each the Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury lawslaws governing the Note, including conflicts of any applicable law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Bank and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents any Security Document delivered pursuant to this Agreement shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum nonusurious rate of interest permitted by applicable law and that for purposes hereof “interest” hereof, interest shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, Note include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum amount of nonusurious interest permitted by applicable law, then such excess shall be deemed to be a mistake mistake, and each the Bank receiving same shall credit the same on against the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to outstanding under the Borrower)Note. In the event that the maturity of the Notes is Note has been accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum nonusurious amount permitted by applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on against the applicable Notes (amounts due under the Note or, if the applicable Notes Note shall have been paid in full, refunded to Borrower. It is further agreed that, without limiting the Borrower). In determining whether foregoing, all calculations of the rate of interest contracted for, charged or not received by the interest paid Bank under the Note, this Agreement or payable under any specific contingencies exceeds the Maximum Rateother Security Documents shall be made, the Borrower and the Banks shall to the maximum extent permitted under by applicable law amortizelaw, prorateby amortizing, allocate prorating, allocating and spread spreading in equal parts during the period of the full stated term of the Notes indebtedness evidenced by the Note all amounts considered to be interest under applicable law at any time contracted for, charged, charged or received or reserved by the the Bank in connection with the Obligationstherewith. The provisions of this Section 2.7 shall control over all other provisions of this Agreement, the Note and any other instrument executed and delivered pursuant to this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrower, the Administrative Agent, the Issuing Bank, and each Bank the Banks in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Banks including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Administrative Agent, the Banks, and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged charged, or received under this AgreementAgreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received received, or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each the Bank receiving same shall credit the same on the principal of its Notes (or if such its Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrower, the Administrative Agent, the Issuing Bank, and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Note, all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks each Bank and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate applicable to such Bank and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum RateRate applicable to such Bank, then such excess shall be deemed to be a mistake and each such Bank receiving same shall credit the same on the principal of its Notes Note (or if such Notes Note shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof Majority Banks resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration to any Bank that constitutes interest may never include more than the Maximum Rate for such Bank and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Bank on the applicable Notes its Note (or, if the applicable Notes its Note shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate applicable to a Bank, the Borrower and such Bank shall to the maximum extent permitted under applicable law give effect to Section 2.06(d) and amortize, prorate, allocate and spread in equal parts during the period of the full stated term of its Note all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Mortgage, the Credit Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York York, the State of Oklahoma and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Mortgage, the Credit Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementMortgage, the Credit Agreement and the other Loan Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any an Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Mortgage, the Credit Agreement or otherwise other Loan Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the ObligationsObligation. The provisions Exhibit D-3 to Credit Agreement Form of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.Mortgage (Oklahoma) (Isramco Onshore, LLC – 2015)

Usury Not Intended. It is the intent of the Borrower Borrowers and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender Party including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender Parties and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received 159 paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender Party receiving the same shall credit the same on the principal of its Notes the Obligations of the applicable Borrowers under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrowersuch Borrowers). In the event that the maturity Obligations of the Notes is Borrowers under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the principal of the Obligations of the applicable Notes Borrowers under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrowersuch Borrowers). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lender Parties shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facility all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender and the Swing Line Lender including such applicable laws of the State of New York Texas, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Administrative Agent, the Issuing Lender, the Swing Line Lender, the Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and the Administrative Agent, the Issuing Lender, the Swing Line Lender and each Bank Lender receiving same shall credit the same on the principal of its Notes the Advances (or if such Notes Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on to the applicable Notes principal of the Advances (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes this Agreement all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effecteffect governing the Loans of each Lender. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum nonusurious interest rate under applicable law (the "Maximum Rate Rate") and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Loans (or if such Notes Loans shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes any Loans is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Loans (or, if the applicable Notes Loans shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Loans all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 10.18 shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Mortgagor and each Bank Mortgagee in the execution and performance of this Mortgage, the Credit Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, laws governing the Advances of each Bank Obligations including such applicable usury laws of the State of New York Texas and the United States of America as are from time to time-to-time in effect. In furtherance thereof, the Banks Mortgagee and the Borrower Mortgagor stipulate and agree that none of the terms and provisions contained in this Mortgage, the Credit Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementMortgage, the Credit Agreement and the other Loan Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same Mortgagee shall credit the same on the principal of its Notes the Obligations (or if such Notes the Obligations shall have been paid in full, refund said excess to the BorrowerMortgagor). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof Mortgagee resulting from any Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Mortgage, the Credit Agreement or otherwise other Loan Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (Obligations or, if the applicable Notes Obligations shall have been paid in full, refunded to the Borrower)Mortgagor. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower Mortgagor and the Banks Mortgagee shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Obligations, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithObligation.

Usury Not Intended. It is the intent of the Borrower and each Bank the Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Lender including such applicable laws of the State of New York North Carolina and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Lender and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank the Lender receiving same shall credit the same on the principal of its Notes Note (or if such Notes the Note shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes Note is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Note (or, if the applicable Notes Note shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lender shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Note all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith. Borrower agrees that V.T.C.A., FINANCE CODE CHAPTER 346 (which regulates certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the Obligations, other than ss. 346.004.

Usury Not Intended. It is the intent of the Borrower each Obligor and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank and each Bank's Pro Rata Share of the LC Obligations including such applicable laws of the State of New York Texas and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower Obligors stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesAdvances or the LC Obligations, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum amount of nonusurious interest permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes Note or its Pro Rata Share of the LC Obligations (or if such Notes Note or LC Obligations shall have been paid in full, refund said excess to the Borrowerpayor thereof). In the event that the maturity of the Notes is Notes, or the LC Obligations, or any of them, are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum nonusurious amount permitted by applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes or LC Obligations (or, if the applicable Notes or LC Obligations shall have been paid in full, refunded to the Borrowerpayor of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section paragraph shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of each Borrower, each Lender, the Borrower Issuer, the Administrative Agent and each Bank the Swing Line Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender and the Swing Line Lender including such applicable laws Applicable Laws of the State of New York and York, the State of Texas, the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders, the Swing Line Lender and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Highest Lawful Rate and that for purposes hereof of this Agreement and all other Loan Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Loan Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law Applicable Law are deemed interest which would exceed the Maximum Highest Lawful Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Loans owing to such Lender or Swing Line Lender (or if all such Notes Loans shall have been paid in full, refund said excess to the BorrowerBorrowers). In the event that the maturity of the Notes is Loans are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Highest Lawful Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Loans (or, if the applicable Notes Loans shall have been paid in full, refunded to the BorrowerBorrowers of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Highest Lawful Rate, the Borrower Borrowers, the Lenders and the Banks Swing Line Lender shall to the maximum extent permitted under applicable law Applicable Law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Loans all amounts considered to be interest under applicable law Applicable Law at any time contracted for, charged, received or reserved in connection with the ObligationsLoans. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America and Canada from time to time in effect, including the Criminal Code (Canada). In furtherance thereof, the Banks Lender Parties and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the Applicable Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerApplicable Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lender Parties shall to the maximum extent permitted under applicable law Legal Requirement amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. Notwithstanding any other provision of this Agreement or any Credit Document, no Credit Party existing under the laws of Canada or any province or territory of Canada shall be obligated to make any payments of interest or other amounts payable to the Lender Parties in excess of an amount or rate which would be prohibited by law or would result in the receipt by the Lender Parties of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada).

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents 148 shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the US Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of an Administrative Agent (including at the holder thereof instruction of the Majority Lenders) resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerUS Borrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 9.10 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. Notwithstanding any other provision of this Agreement or any Credit Document, no Credit Party existing under the laws of Canada or any province or territory of Canada shall be obligated to make any payments of interest or other amounts payable to the Lending Parties in excess of an amount or rate which would be prohibited by law or would result in the receipt by the Lending Parties of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada).

Usury Not Intended. It is the intent of the Borrower and each Bank parties hereto in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing laws applicable to the Advances of each Bank including such applicable laws of the State of New York and the United States of America Notes as are from time to time in effect. In furtherance thereof, the Banks and the Borrower parties hereto stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate maximum non-usurious rate permitted by applicable law and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesNotes, include amounts which by applicable law are deemed interest which would exceed the Maximum Ratemaximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and each Bank receiving same the holders of the Notes shall credit the same on the principal of its the Notes (or if such the Notes shall have been paid in full, refund said excess to the BorrowerIssuer). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any following an Event of Default under this Agreement or otherwiseDefault, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate maximum non-usurious rate permitted by applicable law and excess interest, if any, provided for in this Agreement or otherwise other Credit Documents shall be canceled automatically as of the date of such acceleration or and prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower)Issuer. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Ratemaximum non-usurious rate permitted by applicable law, the Borrower and the Banks parties hereto shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts part during the period of the full stated term of the Notes Notes, all amounts considered to be interest under applicable law at of any time kind contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewithNotes.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving the same shall credit the same on the principal of its Notes Note (or if such Notes Note shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section SECTION 9.12 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrower, the Administrative Agent and each Bank the Banks in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Banks including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Administrative Agent, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each the Bank receiving same shall credit the same on the principal of its Notes Advances (or if such Notes its Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes Obligations is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Advances (or, if the applicable Notes Advances shall have been paid in full, refunded to the BorrowerBorrower of such interest). The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrower, the Administrative Agent and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances, all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is The Company, each Purchaser and all other registered holders of any Notes intend to conform strictly to the intent usury laws in force that apply to the transactions evidenced or contemplated hereby. Accordingly, all agreements among the Company, any Purchaser, and any other Holder of any Notes, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the Borrower maturity of the Notes, or otherwise, shall the interest (and each Bank in all other sums that are deemed to be interest) contracted for, charged, received, paid or agreed to be paid exceed the execution and performance of this Agreement Highest Lawful Rate (as defined below). The Company and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower Purchasers stipulate and agree that none of the terms and provisions contained in this Agreement or and the other Credit Documents Collateral Agreements are not intended to and shall ever never be construed to create a contract to pay, as consideration pay for the use, forbearance or detention of moneymoney an amount in excess of the maximum amount permitted to be charged by applicable law, if any. Anything in this Agreement or the Collateral Agreements to the contrary notwithstanding, neither the Company nor any other party now or hereafter becoming liable for payment of the Notes shall ever be required to pay interest on or with respect to the Notes or any other obligation hereunder at a rate in excess of the Maximum Rate Highest Lawful Rate, and if the effective rate of interest that for purposes hereof “interest” would otherwise be payable under this Agreement or on or with respect to the Notes would exceed the Highest Lawful Rate, or if the Holders of such Notes or obligation shall include the aggregate receive anything of all charges which value that is deemed or determined to constitute interest that would increase the effective rate of interest payable under this Agreement or on or with respect to the Notes or the Collateral Agreements to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would otherwise be payable under this Agreement, the Notes or the Collateral Agreements shall be reduced to the amount allowed at the Highest Lawful Rate under applicable law, and (b) any unearned interest paid by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall, at the option of the registered holders of the Notes, be either refunded to the Company or credited on the principal of such laws that are Notes. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by any registered holder of the Notes, or under this Agreement; and in , that are made for the event thatpurpose of determining whether such rate exceeds the Highest Lawful Rate, notwithstanding shall be made, to the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which extent permitted by applicable law are deemed interest which would exceed (now or, to the Maximum extent permitted by law, hereafter enacted) governing the Highest Lawful Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes by (i) characterizing any nonprincipal payment as an expense, fee or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more premium rather than the Maximum Rate and excess as interest, if anyand (ii) amortizing, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment andprorating, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower allocating and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread spreading in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with (including the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.period of

Usury Not Intended. It is the intent of the Borrower Credit Parties and each Bank Term Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Term Loans of each Bank Term Lender including such applicable laws of the State of New York and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Term Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesTerm Loans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Term Lender receiving same shall credit the same on the principal of its Notes Term Loans (or if such Notes Term Loans shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Term Loans are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Term Loans (or, if the applicable Notes Term Loans shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Term Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Term Loans all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Advances (or if such Notes Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes Advances is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the 110 applicable Notes Advances (or, if the applicable Notes Advances shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender and the Swing Line Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Administrative Agent, the Issuing Lender, the Swing Line Lender, the Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and the Administrative Agent, the Issuing Lender, the Swing Line Lender and each Bank Lender receiving same shall credit the same on the principal of its Notes the Advances (or if such Notes Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on to the applicable Notes principal of the Advances (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes this Agreement all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender Party including Annex A - 114 such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender Parties and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender Party receiving same shall credit the same on the principal of its Notes the Obligations of the Borrower under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity Obligations of the Notes is Borrower under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes principal of the Obligations of the Borrower under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facilities all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrowers and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender receiving the same shall credit the same on the principal of its Notes the Obligations of the applicable Borrowers under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrowersuch Borrowers). In the event that the maturity Obligations of the Notes is Borrowers under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the principal of the Obligations of the applicable Notes Borrowers under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrowersuch Borrowers). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facility all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Loan Party and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender Parties and the Borrower Loan Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum 126 Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Loan Parties and the Banks Lender Parties shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York Texas, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “of this Agreement "interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Credit Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York and the United States of America from time to time in effect, and any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement and all other Credit Documents, “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this AgreementAgreement or any other Credit Document; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesObligations, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes the Obligations owing to such Lender (or if all such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law Legal Requirement amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Advances all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrower, the Administrative Agent, the Issuing Banks, and each Bank the Lenders in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Lenders including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks Administrative Agent, the Lenders, and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged charged, or received under this AgreementAgreement and the other Credit Documents; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received received, or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank the Lender receiving same shall credit the same on the principal of its Notes (or if such its Notes shall have been paid in full, refund said excess to the Borrower). In the event that the Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith. In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrower, the Administrative Agent, the Issuing Banks, and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Note, all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York North Carolina and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks each Lender and the Borrower stipulate and agree that none of the terms and provisions contained in this Table of Contents Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its the Notes (or if such the Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks each Lender shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which that may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effecteffect governing the Loans of each Lender. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum nonusurious interest rate under applicable law (the “Maximum Rate Rate”) and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Loans (or if such Notes Loans shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes any Loans is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Loans (or, if the applicable Notes Loans shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Loans all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 10.18 shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender and the Swing Line Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Administrative Agent, the Issuing Lender, the Swing Line Lender, the Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “of this Agreement "interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and the Administrative Agent, the Issuing Lender, the Swing Line Lender and each Bank Lender receiving same shall credit the same on the principal of its Notes the Advances (or if such Notes Advances shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Advances are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on to the applicable Notes principal of the Advances (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrower, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Banks Lenders shall to the maximum extent permitted under applicable Annex to Fifth Amendment to Amended and Restated Credit Agreement Pioneer Energy Services Corp. law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes this Agreement all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York Texas and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law Legal Requirement amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.. 119

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws Legal Requirements of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law Legal Requirement are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law Legal Requirement amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.. 107

Usury Not Intended. It is the intent of the Borrower and each Bank the Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” interest shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same the Lender shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lender shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances an Advance of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.. Section 11.13 Governing Law. ANY DISPUTE BETWEEN THE BORROWER OR ANY OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5‑1401 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK. Section 11.14 Consent to Jurisdiction; Service of Process; Jury Trial. (a)

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “of this Agreement "interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.the

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances Loans of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the AdvancesLoans, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Revolving Notes (or if such Revolving Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Revolving Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall 108 be credited on the applicable Revolving Notes (or, if the applicable Revolving Notes shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Revolving Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 9.10 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower each Credit Party and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York York, if any, and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Credit Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof of this Agreement “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes Obligations (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is Obligations are accelerated by reason of any election of the holder thereof Administrative Agent (including at the instruction of the Majority Lenders) resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate Rate, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes Obligations (or, if the applicable Notes Obligations shall have been paid in full, refunded to the BorrowerBorrower of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Credit Parties and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Obligations all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section 9.10 shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrowers and each Bank Lender Party in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender Party including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender Parties and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender Party receiving the same shall credit the same on the principal of its Notes the Obligations of the applicable Borrowers under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrowersuch Borrowers). In the event that the maturity Obligations of the Notes is Borrowers under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or Digital Realty – Credit Agreement 150 in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the principal of the Obligations of the applicable Notes Borrowers under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrowersuch Borrowers). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lender Parties shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facility all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrowers and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time-to-time in effect. In furtherance thereof, the Banks and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the BorrowerBorrowers). In the event that the maturity of the Notes is are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the BorrowerBorrowers of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and each Bank the Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank the Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lender and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same the Lender shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks Lender shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower and ------------------ each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “"interest” " shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Usury Not Intended. It is the intent of the Borrower Borrowers and each Bank Lender in the execution and performance of this Agreement and the other Credit Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks Lenders and the Borrower Borrowers stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, use forbearance or detention of money, 120 Digital Realty - Term Loan Agreement interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged taken, charged, received, reserved or received paid under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts contracted for, taken, reserved, charged, received received, reserved or paid on the Advances, include amounts which which, by applicable law law, are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and and, each Bank Lender receiving the same shall credit the same on the principal of its Notes the Obligations of the applicable Borrowers under the Loan Documents (or if such Notes Obligations shall have been paid in full, refund said excess to the Borrowersuch Borrowers). In the event that the maturity Obligations of the Notes is Borrowers under the Loan Documents are accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the principal of the Obligations of the applicable Notes Borrowers under the Loan Documents (or, if the applicable Notes such Obligations shall have been paid in full, refunded to the Borrowersuch Borrowers). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower Borrowers and the Banks Lenders shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes Facility all amounts considered to be interest under applicable law at any time contracted for, taken, charged, received received, reserved or reserved paid in connection with the ObligationsObligations of the Loan Parties under the Loan Documents. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Loan Documents which may be in apparent conflict herewith.