Common use of Usury Savings Clause Clause in Contracts

Usury Savings Clause. Notwithstanding anything to the contrary in this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in the event that a court of competent jurisdiction shall make a final determination that any Noteholder has received interest in excess of the Maximum Lawful Rate, such Noteholder shall, to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess to the Issuer or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything to the contrary in this AgreementAgreement or any other Document, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or any of the Notes Documents that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.1511.15) accrued at the rate otherwise applicable under this Agreement and the Notesother Documents. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement or other Documents unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 11.15 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.1511.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.1511.15, in the event that a court of competent jurisdiction shall make a final determination that any Noteholder has received interest in excess of the Maximum Lawful Rate, such Noteholder shall, to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this AgreementAgreement and the other Documents, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess to the Issuer or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything to the contrary in this Agreementany other provision herein, the Noteholders do not intend aggregate interest rate charged with respect to and do not hereby require any of the Obligors to agree to pay any interest Obligations, including all charges or fees in excess of that permitted by applicable law and if at any time any rate connection therewith deemed in the nature of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds shall not exceed the highest Highest Lawful Rate. If the rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced determined without regard to the Maximum Lawful Rate; provided that if preceding sentence) under this Agreement at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than exceeds the Maximum Highest Lawful Rate, the Issuer outstanding amount of the Loans made hereunder shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds had at all times been in effect; provided, that in no event shall the Maximum Lawful Rate, amount paid pursuant hereto be in which event excess of the amount of interest that would have been due if the state rates of interest set forth in this Section 9.16 shall again applyAgreement had at all times been in effect. In no eventaddition, shall if when the Loans made hereunder are repaid in full the total interest received by any Noteholder pursuant to due hereunder (taking into account the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated increase provided for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate above) is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been in effect, then to the Notes so that extent permitted by law, such Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest for paid and the entire term amount of | || 213 interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15Lenders and each Borrower to conform strictly to any applicable usury laws. Accordingly, in the event that a court of competent jurisdiction shall make a final determination that if any Noteholder has received Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess Loans made hereunder or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderapplicable Borrower.

Usury Savings Clause. Notwithstanding anything to the contrary in this AgreementAgreement or any other Document, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or any of the Notes Documents that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder Holder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder Holder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder Holder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder Holder in respect of the Obligations held by it is equal to the total interest which such Noteholder Holder would have received had interest on all Obligations held by such Noteholder Holder (but for the operation of this Section 9.1511.15) accrued at the rate otherwise applicable under this Agreement and the Notesother Documents. Thereafter, interest payable to such Noteholder Holder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement or other Documents unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 11.15 shall again apply. In no event, shall the total interest received by any Noteholder Holder pursuant to the terms hereof exceed the amount which such Noteholder Holder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.1511.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder Holder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.1511.15, in the event that a court of competent jurisdiction shall make a final determination that any Noteholder Holder has received interest in excess of the Maximum Lawful Rate, such Noteholder Holder shall, to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this AgreementAgreement and the other Documents, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such NoteholderHolder, and thereafter shall refund any excess to the Issuer or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the contrary in preceding sentence) under this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if Agreement at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Highest Lawful Rate, the Issuer outstanding amount under the Convertible Notes issued hereunder shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, had at all times been in which event this Section 9.16 shall again applyeffect. In no eventaddition, shall if when the Convertible Notes issued hereunder are repaid in full the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate due hereunder is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been in effect, then to the Notes so that extent permitted by law, the Company shall pay to the Amended Note Purchasers or the Purchaser, as the case may be, an amount equal to the difference between the amount of interest for paid and the entire term amount of interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15the Amended Note Purchasers, in the event that a court of competent jurisdiction shall make a final determination that Purchaser and the Company to conform strictly to any Noteholder has received applicable usury laws. Accordingly, if the Amended Note Purchasers or the Purchaser contract for, charge, or receive any consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Convertible Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess issued hereunder or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderCompany.

Usury Savings Clause. Notwithstanding anything any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the contrary in preceding sentence) under this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if Agreement at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Highest Lawful Rate, the Issuer outstanding amount under the Convertible Note issued hereunder shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, had at all times been in which event this Section 9.16 shall again applyeffect. In no eventaddition, shall if when the Convertible Note issued hereunder is repaid in full the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate due hereunder is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been in effect, then to the Notes so that extent permitted by law, the Company shall pay to the Purchaser an amount equal to the difference between the amount of interest for paid and the entire term amount of interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15the Purchaser and the Company to conform strictly to any applicable usury laws. Accordingly, in if the event that a court of competent jurisdiction shall make a final determination that Purchaser contracts for, charges, or receives any Noteholder has received consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess Convertible Note issued hereunder or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderCompany.

Usury Savings Clause. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer Borrower or any other Obligor Loan Party under this Agreement or any of the Notes Loan Documents that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder Lender with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder Lender is less than the Maximum Lawful Rate, the Issuer Borrower shall continue to pay interest to such Noteholder Lender at the Maximum Lawful Rate until such time as the total interest received by such Noteholder Lender in respect of the Obligations held by it is equal to the total interest which such Noteholder Lender would have received had interest on all Obligations held by such Noteholder Lender (but for the operation of this Section 9.159.17) accrued at the rate otherwise applicable under this Agreement and the Notesother Loan Documents. Thereafter, interest payable to such Noteholder Lender in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement or other Loan Documents unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 9.17 shall again apply. In no event, event shall the total interest received by any Noteholder Lender pursuant to the terms hereof exceed the amount which such Noteholder Lender could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.159.17, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer Borrower and such Noteholder Lender shall (i) characterize any non non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes Loans so that interest for the entire term of the Notes Loans shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in In the event that a court of competent jurisdiction jurisdiction, notwithstanding the provisions of this Section 9.17, shall make a final determination that any Noteholder Lender has received interest in excess of the Maximum Lawful Rate, such Noteholder Lender shall, to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this AgreementAgreement and the other Loan Documents, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such NoteholderLender, and thereafter shall refund any excess to the Issuer Borrower or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer Borrower or any other Obligor Loan Party under this Agreement or any of the Notes Loan Documents that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder Lender with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder Lender is less than the Maximum Lawful Rate, the Issuer Borrower shall continue to pay interest to such Noteholder Lender at the Maximum Lawful Rate until such time as the total interest received by such Noteholder Lender in respect of the Obligations held by it is equal to the total interest which such Noteholder Lender would have received had interest on all Obligations held by such Noteholder Lender (but for the operation of this Section 9.159.17) accrued at the rate otherwise applicable under this Agreement and the Notesother Loan Documents. Thereafter, interest payable to such Noteholder Lender in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement or other Loan Documents unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 9.17 shall again apply. In no event, shall the total interest received by any Noteholder Lender pursuant to the terms hereof exceed the amount which such Noteholder Lender could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.159.17, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer Borrower and such Noteholder Lender shall (i) characterize any non non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes Loans so that interest for the entire term of the Notes Loans shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in In the event that a court of competent jurisdiction jurisdiction, notwithstanding the provisions of this Section 9.17 shall make a final determination that any Noteholder Lender has received interest in excess of the Maximum Lawful Rate, such Noteholder Lender shall, to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this AgreementAgreement and the other Loan Documents, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such NoteholderLender, and thereafter shall refund any excess to the Issuer Borrower or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything any provision to the contrary contained in this Agreement or in any of the other Loan Documents, it is expressly provided that in no case or event shall the aggregate of (a) all interest on the unpaid balance of the Notes, accrued or paid from the date hereof and (b) the aggregate of any other amounts accrued or paid pursuant to the Notes, the Deed of Trust or any of the other Loan Documents, which under applicable laws are or may be deemed to constitute interest upon the Indebtedness from the date hereof, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of the Indebtedness. In this connection, it is expressly stipulated and agreed that it is the intent of Borrower and Lender to contract in strict compliance with the applicable usury laws of the Xxxxx xx Xxxxx xxx xx xxx Xxxxxx Xxxxxx (whichever permit the higher rate of interest) from time to time in effect. In furtherance thereof, none of the terms of this Agreement, the Noteholders do not intend Notes, the Deed of Trust or any of the other Loan Documents shall ever be construed to and do not hereby require create a contract to pay, as consideration for the Obligors to agree to pay any use, forbearance or detention of money, interest at a rate in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Highest Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal Obligors or other Persons now or hereafter becoming liable for payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest Indebtedness shall never be liable for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in the event that a court of competent jurisdiction shall make a final determination that any Noteholder has received interest in excess of the Maximum Highest Lawful Rate. If under any circumstances the aggregate amounts paid on the Indebtedness include amounts which by law are deemed interest which would exceed the Highest Lawful Rate, Borrower stipulates that such Noteholder amounts will be deemed to have been paid as a result of an error on the part of both Borrower and Lender, and the Person receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Person making such payment, refund the amount of such excess or, at Lender’s option, credit such excess against the unpaid principal balance of the Indebtedness. In addition, all sums paid or agreed to be paid to the holder or holders of the Indebtedness for the use, forbearance, or detention of money shall, to the extent required to avoid or minimize usury and to the extent permitted by applicable law, promptly apply such excessbe amortized, first to any interest due prorated, allocated and outstanding under this Agreement, second to any principal due and payable under this Agreement and spread throughout the Notes, third to the remaining principal amount full term of the Notes Indebtedness so that the interest rate does not exceed the Highest Lawful Rate. The provisions of this Section shall control all agreements, whether now or hereafter existing and fourth to other unpaid Obligations held by such Noteholderwhether written or oral, between Borrower and thereafter shall refund any excess to the Issuer or as a court of competent jurisdiction may otherwise orderLender.

Usury Savings Clause. Notwithstanding anything any other provision herein, the aggregate interest rate charged with respect to any of the obligations under this Subordinated Note, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the contrary in preceding sentence) under this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if Subordinated Note at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Highest Lawful Rate, the Issuer this Subordinated Note shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout due hereunder equals the entire contemplated term amount of interest which would have been due hereunder if the Notes so that stated rates of interest set forth in this Subordinated Note had at all times been in effect. In addition, if when this Subordinated Note has been Paid-in-Full the total interest due hereunder (taking into account the increase provided for above) is less than the entire term total amount of interest which would have been due hereunder if the Notes stated rates of interest set forth in this Subordinated Note had at all times been in effect, then to the extent permitted by law, the Maker shall not exceed pay to the Maximum Payee an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15the Payee and the Maker to conform strictly to any applicable usury laws. Accordingly, in if the event that a court of competent jurisdiction shall make a final determination that Payee contracts for, charges, or receives any Noteholder has received consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall at the Payee's option be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess this Subordinated Nxx or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderMaker.

Usury Savings Clause. Notwithstanding anything any other provision of this -------------------- Agreement, it is the intention of the parties hereto to conform strictly to Applicable Usury Laws, in each case to the contrary in extent they are applicable to this Agreement. Accordingly, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay if any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated payment made pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days Agreement results in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in the event that a court of competent jurisdiction shall make a final determination that Person having paid any Noteholder has received interest in excess of the Maximum Amount, or if any transaction contemplated hereby would otherwise be usurious under any Applicable Usury Laws, then, in that event, it is agreed as follows: (i) the provisions of this Section 13.20 shall govern and control; (ii) the aggregate of ------------- all interest under Applicable Usury Laws that is contracted for, charged or received under this Agreement shall under no circumstances exceed the Maximum Amount, and any excess shall be promptly refunded to the payor by the recipient hereof; (iii) no Person shall be obligated to pay the amount of such interest to the extent that it is in excess of the Maximum Amount; and (iv) the effective rate of any interest payable under this Agreement shall be ipso facto reduced to ---- ----- the Highest Lawful Rate, such Noteholder as hereinafter defined, and the provisions of this Agreement immediately shall be deemed reformed, without the necessity of the execution of any new document or instrument, so as to comply with all Applicable Usury Laws. All sums paid, or agreed to be paid, to any person pursuant to this Agreement for the use, forbearance or detention of any indebtedness arising hereunder shall, to the fullest extent permitted by applicable lawthe Applicable Usury Laws, promptly apply be amortized, pro rated, allocated and spread throughout the full term of any such excess, first to indebtedness so that the actual rate of interest does not exceed the Highest Lawful Rate in effect at any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and particular time during the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess to the Issuer or as a court of competent jurisdiction may otherwise orderfull term thereof.

Usury Savings Clause. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by any Credit Party under any of the Issuer or any other Obligor under this Agreement or the Notes Loan Documents that are deemed or construed to be interest accrued or accruing on such Obligation under applicable lawApplicable Law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder Lender with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder Lender is less than the Maximum Lawful Rate, the Issuer Borrowers shall continue to pay interest to such Noteholder Lender at the Maximum Lawful Rate until such time as the total interest received by such Noteholder Lender in respect of the Obligations held by it is equal to the total interest which such Noteholder Lender would have received had interest on all Obligations held by such Noteholder Lender (but for the operation of this Section 9.1510.17) accrued at the rate otherwise applicable under this Agreement and the Notesother Loan Documents. Thereafter, interest payable to such Noteholder Lender in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement or other Loan Documents unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 10.17 shall again apply. In no event, shall the total interest received by any Noteholder Lender pursuant to the terms hereof exceed the amount which such Noteholder Lender could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.1510.17, (a) if required by applicable lawApplicable Law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable lawApplicable Law, the Issuer Borrower and such Noteholder Lender shall (i) characterize any non non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes Loans so that interest for the entire term of the Notes Loans shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in In the event that a court of competent jurisdiction jurisdiction, notwithstanding the provisions of this Section 10.17 shall make a final determination that any Noteholder such Lender has received interest in excess of the Maximum Lawful Rate, such Noteholder Lender shall, to the extent permitted by applicable lawApplicable Law, promptly apply such excess, first to any interest due and outstanding under this AgreementAgreement and the other Loan Documents, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such NoteholderLender, and thereafter shall refund any excess to the Issuer Borrowers or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything any other provision of this Series A Note, it is the intention of the Company and Holder to conform strictly to applicable usury laws regarding the contrary use, forbearance or detention of any indebtedness arising under this Series A Note whether such laws are now or hereafter in this Agreementeffect, including the Noteholders do not intend to and do not hereby require laws of the Obligors to agree to pay any interest in excess United States of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer America or any other Obligor under this Agreement jurisdiction whose laws are applicable, and including any subsequent revisions to or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate judicial interpretations of interest permissible under any law which a court of competent jurisdiction shallthose laws, in a final determination, deem each case to the extent they are applicable to such Noteholder with respect to such Obligation this Series A Note (each a the "Maximum Lawful RateApplicable Usury Laws"). Accordingly, then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated payments made pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days Series A Note result in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in the event that a court of competent jurisdiction shall make a final determination that person having paid any Noteholder has received interest in excess of the Maximum Amount, as hereinafter defined, or if any transaction contemplated hereby would otherwise be usurious under any Applicable Usury Laws, then, in that event, it is agreed as follows: (i) the provisions of this Article shall govern and control; (ii) the aggregate of all interest under Applicable Usury Laws that is contracted for, charged or received under this Series A Note shall under no circumstances exceed the Maximum Amount, and any excess shall be promptly refunded to the payor by the recipient hereof; (iii) no person shall be obligated to pay the amount of such interest to the extent that it is in excess of the Maximum Amount; and (iv) the effective rate of any interest payable under this Series A Note shall be ipso facto reduced to the Highest Lawful Rate, such Noteholder as hereinafter defined, and the provisions of this Series A Note immediately shall be deemed reformed, without the necessity of the execution of any new document or instrument, so as to comply with all Applicable Usury Laws. All sums paid, or agreed to be paid, to any person pursuant to this Series A Note for the use, forbearance or detention of any indebtedness arising hereunder shall, to the fullest extent permitted by applicable lawthe Applicable Usury Laws, promptly apply be amortized, pro rated, allocated and spread throughout the full term of any such excessindebtedness so that the actual rate of interest does not exceed the Highest Lawful Rate in effect at any particular time during the full term thereof. As used herein, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to term "Maximum Amount" means the remaining principal maximum nonusurious amount of the Notes and fourth to other unpaid Obligations held by such Noteholderinterest that may be lawfully contracted for, and thereafter shall refund any excess to the Issuer charged or as a court of competent jurisdiction may otherwise order.received

Usury Savings Clause. Notwithstanding anything to the contrary in this Agreementany other provision herein, the Noteholders do not intend aggregate interest rate charged with respect to and do not hereby require any of the Obligors to agree to pay any interest Obligations, including all charges or fees in excess of that permitted by applicable law and if at any time any rate connection therewith deemed in the nature of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds shall not exceed the highest Highest Lawful Rate. If the rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced determined without regard to the Maximum Lawful Rate; provided that if preceding sentence) under this Agreement at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than exceeds the Maximum Highest Lawful Rate, the Issuer outstanding amount of the Revolving Loans made hereunder shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, had at all times been in which event this Section 9.16 shall again applyeffect. In no eventaddition, shall if when the Revolving Loans made hereunder are repaid in full the total interest received by any Noteholder pursuant to due hereunder (taking into account the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated increase provided for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate above) is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been in effect, then to the Notes so that extent permitted by law, the Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest for paid and the entire term amount of interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, in the event that a court of competent jurisdiction shall make a final determination that if any Noteholder has received Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess Revolving Loans made hereunder or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderBorrower.

Usury Savings Clause. Notwithstanding anything to the contrary in this Agreementany other provision herein, the Noteholders do not intend aggregate interest rate charged with respect to and do not hereby require any of the Obligors to agree to pay any interest Obligations, including all charges or fees in excess of that permitted by applicable law and if at any time any rate connection therewith deemed in the nature of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds shall not exceed the highest Highest Lawful Rate. If the rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced determined without regard to the Maximum Lawful Rate; provided that if preceding sentence) under this Agreement at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than exceeds the Maximum Highest Lawful Rate, then the Issuer outstanding amount of the LIBOR Loans made hereunder shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, had at all times been in which event this Section 9.16 shall again applyeffect. In no eventaddition, shall if when the LIBOR Loans made hereunder are repaid in full the total interest received by any Noteholder pursuant to due hereunder (taking into account the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated increase provided for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate above) is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been in effect, then to the Notes so that extent permitted by law, the Borrower shall pay to the Lenders an amount equal to the difference between the amount of interest for paid and the entire term amount of interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15the Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, in the event that a court of competent jurisdiction shall make a final determination that if any Noteholder has received Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess LIBOR Loans made hereunder or be refunded to the Issuer or as a court of competent jurisdiction may otherwise order.Borrower. 52

Usury Savings Clause. Notwithstanding anything any other provision herein, the aggregate interest rate charged with respect to any of the obligations under this Subordinated Note, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the contrary in preceding sentence) under this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if Subordinated Note at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Highest Lawful Rate, the Issuer this Subordinated Note shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout due hereunder equals the entire contemplated term amount of interest which would have been due hereunder if the Notes so that stated rates of interest set forth in this Subordinated Note had at all times been in effect. In addition, if when this Subordinated Note has been Paid-in-Full the total interest due hereunder (taking into account the increase provided for above) is less than the entire term total amount of interest which would have been due hereunder if the Notes stated rates of interest set forth in this Subordinated Note had at all times been in effect, then to the extent permitted by law, the Maker shall not exceed pay to the Maximum Payee an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15the Payee and the Maker to conform strictly to any applicable usury laws. Accordingly, in if the event that a court of competent jurisdiction shall make a final determination that Payee contracts for, charges, or receives any Noteholder has received consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall at the Payee's option be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess this Subordinated Nox xr be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderMaker.

Usury Savings Clause. Notwithstanding anything any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the contrary in preceding sentence) under this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if Agreement at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Highest Lawful Rate, the Issuer outstanding amount under the Convertible Notes issued hereunder shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, had at all times been in which event this Section 9.16 shall again applyeffect. In no eventaddition, shall if when the Convertible Notes issued hereunder are repaid in full the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate due hereunder is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been in effect, then to the Notes so that extent permitted by law, the Company shall pay to the Purchasers an amount equal to the difference between the amount of interest for paid and the entire term amount of interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15the Purchasers and the Company to conform strictly to any applicable usury laws. Accordingly, in if the event that a court of competent jurisdiction shall make a final determination that Purchasers contract for, charge, or receive any Noteholder has received consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Convertible Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess issued hereunder or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderCompany.

Usury Savings Clause. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer Borrower or any other Obligor Loan Party under this Agreement or any of the Notes Loan Documents that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder Lender with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder Lender is less than the Maximum Lawful Rate, the Issuer Borrower shall continue to pay interest to such Noteholder Lender at the Maximum Lawful Rate until such time as the total interest received by such Noteholder Lender in respect of the Obligations held by it is equal to the total interest which such Noteholder Lender would have received had interest on all Obligations held by such Noteholder Lender (but for the operation of this Section 9.1510.17) accrued at the rate otherwise applicable under this Agreement and the Notesother Loan Documents. Thereafter, interest payable to such Noteholder Lender in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement or other Loan Documents unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 10.17 shall again apply. In no event, shall the total interest received by any Noteholder Lender pursuant to the terms hereof exceed the amount which such Noteholder Lender could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.1510.17, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer Borrower and such Noteholder Lender shall (i) characterize any non non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes Loans so that interest for the entire term of the Notes Loans shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in In the event that a court of competent jurisdiction jurisdiction, notwithstanding the provisions of this Section 10.17 shall make a final determination that any Noteholder Lender has received interest in excess of the Maximum Lawful Rate, such Noteholder Lender shall, to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this AgreementAgreement and the other Loan Documents, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such NoteholderLender, and thereafter shall refund any excess to the Issuer Borrower or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything to the contrary in any other provision of this Agreement, it is the Noteholders do not intend intention of the parties hereto to and do not hereby require the Obligors conform strictly to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shallApplicable Usury Laws, in a final determination, deem each case to the extent they are applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate")this Agreement. Accordingly, then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated payment made pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days Agreement results in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in the event that a court of competent jurisdiction shall make a final determination that Person having paid any Noteholder has received interest in excess of the Maximum Amount, or if any transaction contemplated hereby would otherwise be usurious under any Applicable Usury Laws, then, in that event, it is agreed as follows: (i) the provisions of this Section 13.17 shall govern and control; (ii) the aggregate of all interest under Applicable Usury Laws that is contracted for, charged or received under this Agreement shall under no circumstances exceed the Maximum Amount, and any excess shall be promptly refunded to the payor by the recipient hereof; (iii) no Person shall be obligated to pay the amount of such interest to the extent that it is in excess of the Maximum Amount; and (iv) the effective rate of any interest payable under this Agreement shall be IPSO FACTO reduced to the Highest Lawful Rate, such Noteholder and the provisions of this Agreement immediately shall be deemed reformed, without the necessity of the execution of any new document or instrument, so as to comply with all Applicable Usury Laws. All sums paid, or agreed to be paid, to any person pursuant to this Agreement for the use, forbearance or detention of any indebtedness arising hereunder shall, to the fullest extent permitted by applicable lawthe Applicable Usury Laws, promptly apply be amortized, pro rated, allocated and spread throughout the full term of any such excess, first to indebtedness so that the actual rate of interest does not exceed the Highest Lawful Rate in effect at any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and particular time during the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess to the Issuer or as a court of competent jurisdiction may otherwise orderfull term thereof.

Usury Savings Clause. Notwithstanding anything any other provision herein, the aggregate interest rate charged with respect to any of the Second Priority Term Loan Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the contrary in preceding sentence) under this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if Agreement at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Highest Lawful Rate, the Issuer outstanding amount of the Second Priority Term Loan Obligations shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder 119 equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, had at all times been in which event this Section 9.16 shall again applyeffect. In no eventaddition, shall if when the Second Priority Term Loan Obligations are repaid in full the total interest received by any Noteholder pursuant to due hereunder (taking into account the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated increase provided for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate above) is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been in effect, then to the Notes so that extent permitted by law, the Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest for paid and the entire term amount of interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15the Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, in the event that a court of competent jurisdiction shall make a final determination that if any Noteholder has received Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall at such Lender's option be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Second Priority Term Loan Obligations held by such Noteholder, and thereafter shall refund any excess or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderBorrower.

Usury Savings Clause. Notwithstanding anything to the contrary in this Agreementany other provision herein, the Noteholders do not intend aggregate interest rate charged with respect to and do not hereby require any of the Obligors to agree to pay any interest Obligations, including all charges or fees in excess of that permitted by applicable law and if at any time any rate connection therewith deemed in the nature of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds shall not exceed the highest Highest Lawful Rate. If the rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced determined without regard to the Maximum Lawful Rate; provided that if preceding sentence) under this Agreement at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than exceeds the Maximum Highest Lawful Rate, the Issuer outstanding amount of the Loans made hereunder shall continue to pay bear interest to such Noteholder at the Maximum Highest Lawful Rate until such time as the total amount of interest received by such Noteholder in respect due hereunder equals the amount of the Obligations held by it is equal to the total interest which such Noteholder would have received had been due hereunder if the stated rates of interest on all Obligations held by such Noteholder (but for the operation of this Section 9.15) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds had at all times been in effect; provided, that in no event shall the Maximum Lawful Rate, amount paid pursuant hereto be in which event excess of the amount of interest that would have been due if the stated rates of interest set forth in this Section 9.16 shall again applyAgreement had at all times been in effect. In no eventaddition, shall if when the Loans made hereunder are repaid in full the total interest received by any Noteholder pursuant to due hereunder (taking into account the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated increase provided for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate above) is calculated pursuant to this Section 9.15, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather less than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout which would have been due hereunder if the entire contemplated term stated rates of interest set forth in this Agreement had at all times been 196 in effect, then to the Notes so that extent permitted by law, such Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest for paid and the entire term amount of interest which would have been paid if the Notes shall not exceed the Maximum Highest Lawful RateRate had at all times been in effect. Notwithstanding the provisions foregoing, it is the intention of this Section 9.15Lenders and each Borrower to conform strictly to any applicable usury laws. Accordingly, in the event that a court of competent jurisdiction shall make a final determination that if any Noteholder has received Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Maximum Highest Lawful Rate, then any such Noteholder shallexcess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess Loans made hereunder or be refunded to the Issuer or as a court of competent jurisdiction may otherwise orderapplicable Borrower.

Usury Savings Clause. Notwithstanding anything to the contrary in this Agreement, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by the Issuer or any other Obligor under this Agreement or the Notes that are deemed or construed to be interest accrued or accruing on such Obligation under applicable law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder with respect to such Obligation (each a "Maximum Lawful Rate"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest to such Noteholder at the Maximum Lawful Rate until such time as the total interest received by such Noteholder in respect of the Obligations held by it is equal to the total interest which such Noteholder would have received had interest on all Obligations held by such Noteholder (but for the operation of this Section 9.159.16) accrued at the rate otherwise applicable under this Agreement and the Notes. Thereafter, interest payable to such Noteholder in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 shall again apply. In no event, shall the total interest received by any Noteholder pursuant to the terms hereof exceed the amount which such Noteholder could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.159.16, (a) if required by applicable law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable law, the Issuer and such Noteholder shall (i) characterize any non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes so that interest for the entire term of the Notes shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.159.16, in the event that a court of competent jurisdiction shall make a final determination that any Noteholder has received interest in excess of the Maximum Lawful Rate, such Noteholder shall, to the extent permitted by applicable law, promptly apply such excess, first to any interest due and outstanding under this Agreement, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such Noteholder, and thereafter shall refund any excess to the Issuer or as a court of competent jurisdiction may otherwise order.

Usury Savings Clause. Notwithstanding anything to the contrary in this AgreementAgreement or any other Loan Document, the Noteholders do not intend to and do not hereby require the Obligors to agree to pay any interest in excess of that permitted by applicable law and if at any time any rate of interest accruing on any Obligation, when aggregated with all amounts payable by any Credit Party under any of the Issuer or any other Obligor under this Agreement or the Notes Loan Documents that are deemed or construed to be interest accrued or accruing on such Obligation under applicable lawApplicable Law, exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable to such Noteholder Lender with respect to such Obligation (each a "Maximum Lawful RateMAXIMUM LAWFUL RATE"), then in such event and so long as the Maximum Lawful Rate would be so exceeded, such rate of interest shall be reduced to the Maximum Lawful Rate; provided PROVIDED that if at any time thereafter such rate of interest accruing on Obligations held by such Noteholder Lender is less than the Maximum Lawful Rate, the Issuer Borrowers shall continue to pay interest to such Noteholder Lender at the Maximum Lawful Rate until such time as the total interest received by such Noteholder Lender in respect of the Obligations held by it is equal to the total interest which such Noteholder Lender would have received had interest on all Obligations held by such Noteholder Lender (but for the operation of this Section 9.15SECTION 10.17) accrued at the rate otherwise applicable under this Agreement and the Notesother Loan Documents. Thereafter, interest payable to such Noteholder Lender in respect of the Obligations held by it shall accrue at the applicable rate set forth in this Agreement or other Loan Documents unless and until such rate again exceeds the Maximum Lawful Rate, in which event this Section 9.16 SECTION 10.17 shall again apply. In no event, shall the total interest received by any Noteholder Lender pursuant to the terms hereof exceed the amount which such Noteholder Lender could lawfully have received had interest been calculated for the full term of this Agreement at the Maximum Lawful Rate. In the event that the Maximum Lawful Rate is calculated pursuant to this Section 9.15SECTION 10.17, (a) if required by applicable lawApplicable Law, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made, and (b) if permitted by applicable lawApplicable Law, the Issuer Borrower and such Noteholder Lender shall (i) characterize any non non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effect thereof, and (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the Notes Loans so that interest for the entire term of the Notes Loans shall not exceed the Maximum Lawful Rate. Notwithstanding the provisions of this Section 9.15, in In the event that a court of competent jurisdiction jurisdiction, notwithstanding the provisions of this SECTION 10.17 shall make a final determination that any Noteholder such Lender has received interest in excess of the Maximum Lawful Rate, such Noteholder Lender shall, to the extent permitted by applicable lawApplicable Law, promptly apply such excess, first to any interest due and outstanding under this AgreementAgreement and the other Loan Documents, second to any principal due and payable under this Agreement and the Notes, third to the remaining principal amount of the Notes and fourth to other unpaid Obligations held by such NoteholderLender, and thereafter shall refund any excess to the Issuer Borrowers or as a court of competent jurisdiction may otherwise order.